AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. INFORMATION CONTAINED IN THIS PRELIMINARY OFFERING CIRCULAR IS SUBJECT TO COMPLETION OR AMENDMENT. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED BEFORE THE OFFERING STATEMENT FILED WITH THE COMMISSION IS QUALIFIED. THIS PRELIMINARY OFFERING CIRCULAR SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR MAY THERE BE ANY SALES OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL BEFORE REGISTRATION OR QUALIFICATION UNDER THE LAWS OF SUCH STATE. THE COMPANY MAY ELECT TO SATISFY ITS OBLIGATION TO DELIVER A FINAL OFFERING CIRCULAR BY SENDING YOU A NOTICE WITHIN TWO BUSINESS DAYS AFTER THE COMPLETION OF THE COMPANY’S SALE TO YOU THAT CONTAINS THE URL WHERE THE FINAL OFFERING CIRCULAR OR THE OFFERING STATEMENT IN WHICH SUCH FINAL OFFERING CIRCULAR WAS FILED MAY BE OBTAINED.

PRELIMINARY OFFERING CIRCULAR DATED MAY 24, 2024

RETICULATE MICRO, INC.

3255 Bayside Lakes Blvd., Suite 106

Palm Bay, FL 32909

888-528-2677

www.reticulate.io

UP TO 2,857,142 UNITS

EACH UNIT CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND A WARRANT TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK

AGENT WARRANTS FOR THE PURCHASE OF UP TO 142,857 UNITS

UP TO 285,714 SHARES OF CLASS A COMMON STOCK UNDERLYING AGENT WARRANTS

UP TO 2,857,142 SHARES OF CLASS A COMMON STOCK UNDERLYING INVESTOR WARRANTS

PRICE: $3.50 PER UNIT

The minimum investment in this offering is 200 Units, or $700.00

We are offering on a “best-efforts” basis a maximum of 2,857,142 units (the “Units”), with each Unit consisting of one share of our class A common stock, $0.001 par value per share (the “Class A Common Stock”), and one Class A Common Stock purchase warrant to purchase one share of our Class A Common Stock, for a total of 2,857,142 shares of our Class A Common Stock and warrants to purchase up to an aggregate of 2,857,142 shares of our Class A Common Stock, at an offering price of $3.50 per unit, for a maximum offering amount of $9,999,997.

There is a minimum initial investment amount per investor of $700 for the 200 Units and any additional purchases must be made in increments of at least 30 Units, or $105. The Units have no stand-alone rights and will not be certified or issued as stand-alone securities. The warrants will be exercisable at any time from the date of issuance through the third anniversary of the date of this offering circular. Each Class A Common Stock purchase warrant is exercisable to purchase one share of our Class A Common Stock at an exercise price of $5.50 per share. The shares of our Class A Common Stock and the warrants are immediately separable and will be issued separately but will be purchased together as a unit in this offering.

This offering will begin as soon as practicable after this offering circular has been qualified by the United States Securities and Exchange Commission (the “SEC” or the “Commission”).

The offering statement of which this offering circular forms a part also qualifies the issuance of the shares of our Class A Common Stock issuable upon exercise of the Agent Warrants and the warrants contained in the Agent Warrants (although the Lead Selling Agents have agreed not to sell the Agent Warrants or any of the shares issuable upon exercise of the Agent Warrants until six months after the commencement of the offering). See “Plan of Distribution” for a description of these arrangements.

We have two classes of authorized common stock, Class A Common Stock and Class B Common Stock, $0.001 par value per share, or the Class B Common Stock. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to voting and conversion. Each share of Class A Common Stock is entitled to one vote per share. Each share of Class B Common Stock is entitled to one hundred votes per share. As of the date of this offering circular, Makena Investment Advisors, LLC, which is beneficially owned by Michael Chermak, our Executive Chairman, and Basestones, Inc., the holders of our outstanding Class B Common Stock held approximately 95.1% of the voting power of our outstanding capital stock.

Following this offering, taking into consideration the shares of Class A Common Stock expected to be offered therein, even if 100% of such Units are sold, Makena Investment Advisors, LLC and Basestones, Inc., will retain controlling voting power in the Company based on having approximately 93.8% of all voting rights.

This offering of our Units will terminate at the earliest of: (1) the date at which the maximum offering amount has been received by us, (2) one year from the date upon which the Commission qualifies the offering statement of which this offering circular forms a part, and (3) the date at which the offering is earlier terminated by us in our sole discretion. This offering is being conducted on a best-efforts basis. We intend to complete multiple closings of the sale of our Units in this offering on a rolling basis. After a closing, funds tendered by investors will be made available to us.

INVESTING IN THE UNITS OF RETICULATE MICRO, INC. IS SPECULATIVE AND INVOLVES SUBSTANTIAL RISKS. YOU SHOULD PURCHASE THESE SECURITIES ONLY IF YOU CAN AFFORD A COMPLETE LOSS OF YOUR INVESTMENT. SEE “RISK FACTORS” BEGINNING ON PAGE 16  TO READ ABOUT THE MORE SIGNIFICANT RISKS YOU SHOULD CONSIDER BEFORE BUYING THE CLASS A COMMON STOCK OF THE COMPANY.

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OR GIVE ITS APPROVAL OF ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.

GENERALLY, NO SALE MAY BE MADE TO YOU IN THIS OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN 10% OF THE GREATER OF YOUR ANNUAL INCOME OR NET WORTH. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NON-NATURAL PERSONS. BEFORE MAKING ANY REPRESENTATION THAT YOUR INVESTMENT DOES NOT EXCEED APPLICABLE THRESHOLDS, WE ENCOURAGE YOU TO REVIEW RULE 251(d)(2)(i)(C) OF REGULATION A. FOR GENERAL INFORMATION ON INVESTING, WE ENCOURAGE YOU TO REFER TO www.investor.gov.

This offering circular is following the disclosure format of Part I of SEC Form S-1 pursuant to the general instructions of Part II(a)(1)(ii) of Form 1-A.

In the event that we become a reporting company under the Securities Exchange Act of 1934 (the “Exchange Act”), we intend to take advantage of the provisions that relate to “Emerging Growth Companies” under the JOBS Act of 2012. See “Summary - Implications of Being an Emerging Growth Company.”

Sales of these securities will commence on approximately __________, 2024.

TABLE OF CONTENTS

In this offering circular, the terms “Reticulate Micro,” “RM,” “we,” “us,” “our,” “our company” or the “Company” refer to Reticulate Micro, Inc., a Nevada corporation, and its consolidated subsidiaries.

THIS OFFERING CIRCULAR MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE”, “PROJECT”, “BELIEVE”, “ANTICIPATE”, “INTEND”, “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, WHICH CONSTITUTE FORWARD LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

RISK FACTORS

An investment in our securities involves a high degree of risk. You should carefully consider the following risk factors, together with the other information contained in the subscription package, before purchasing our securities. We have listed below (not necessarily in order of importance or probability of occurrence) what we believe to be the most significant risk factors applicable to us, but they do not constitute all of the risks that may be applicable to us. Any of the following factors could harm our business, financial condition, results of operations or prospects, and could result in a partial or complete loss of your investment. Some statements in this offering circular, including statements in the following risk factors, constitute forward-looking statements. Please refer to the section titled “Cautionary Statement Regarding Forward-Looking Statements.”

Risks Related to Our Business and Industry

We have a limited operating history, which may make it difficult to evaluate our business and prospects.

The Company is an early, startup stage entity with limited operating history. The Company only has nominal cash as of the date of commencement of this offering. The revenue and income potential of the Company’s business and market are unproven. This makes an evaluation of the Company and its prospects difficult and highly speculative. There can be no assurances that: (a) the Company will be able to develop products or services on a timely and cost effective basis; (b) the Company will be able to generate any increase in revenues; (c) the Company will have adequate financing or resources to continue operating its business and to provide services to customers; (d) the Company will earn a profit; (e) the Company can raise sufficient capital to support operations by attaining profitability; or (f) the Company can satisfy future liabilities.

Our independent registered public accounting firm has expressed substantial doubt as to our ability to continue as a going concern in its report.

We had minimal cash as of December 31, 2023 and 2022, and had net losses for the year ended December 31, 2023 and 2022. While we had cash of $2,267,956 and $832,638 as of December 31, 2023 and 2022, respectively, we had revenue of $42,241 and a net loss of $5,921,731 for the year ended December 31, 2023 and no revenue and a net loss of $337,111 for the period from June 23, 2022 (inception) to December 31, 2022. We will seek to fund our operations through securities offerings, including this offering, private equity offerings, debt financings, and government or other third-party funding. Adequate additional financing may not be available to us on acceptable terms, or at all. Our failure to raise capital as and when needed would impact our going concern status and would have a negative impact on our financial condition and our ability to pursue our business strategy and continue as a going concern. Management’s plans to address this need for capital through this offering and through private placement offerings are discussed elsewhere in this offering circular. We cannot assure you that our plans to raise sufficient capital will be successful. These factors, among others, raise substantial doubt about our ability to continue as a going concern. The financial statements contained elsewhere in this offering circular do not include any adjustments that might result from our inability to consummate this offering or our inability to continue as a going concern.

If we fail to properly manage our anticipated growth, our business could suffer.

The planned growth of our commercial operations may place a significant strain on our management and on our operational and financial resources and systems. To manage growth effectively, we will need to maintain a system of management controls, and attract and retain qualified personnel, as well as develop, train and manage management-level and other employees. Failure to manage our growth effectively could cause us to over-invest or under-invest in infrastructure, and result in losses or weaknesses in our infrastructure, which could have a material adverse effect on our business, results of operations, financial condition and cash flow. Any failure by us to manage our growth effectively could have a negative effect on our ability to achieve our development and commercialization goals and strategies.

Our success depends in large part on the continuing efforts of a few individuals and our ability to attract, retain and motivate new personnel to expand our operations.

We depend substantially on the continued services and performance of our existing management team and there is no guarantee that they will continue to be employed by us in the future. The loss of services of any of our non-long term current management team could hurt our business and our financial condition, and results of operations could suffer. Our success also will depend on our ability to attract, hire, train, retain and motivate other skilled technical, managerial, sales and marketing, and business development personnel. Competition for such personnel is intense. If we fail to successfully attract, assimilate and retain a sufficient number of qualified technical, managerial, sales and marketing, business development and administrative personnel, our ability to manage, maintain and expand our business could suffer.

If we are unable to maintain, train and build an effective sales and marketing infrastructure, we will not be able to commercialize and grow our brand successfully.

As we grow, we may not be able to secure sales personnel or organizations that are adequate in number or expertise to successfully market and sell our brand and products on a global scale. If we are unable to expand our sales and marketing capability, train our sales force effectively or provide any other capabilities necessary to commercialize our brand, we will need to contract with third parties to market and sell our brand. If we are unable to establish and maintain compliant and adequate sales and marketing capabilities, we may not be able to increase our revenue, may generate increased expenses, and may not continue to be profitable.

We will require additional financing to accomplish our business strategy.

We require substantial working capital to fund our business development plans, and we expect to experience significant negative cash flow from operations for at least the next six (6) to eighteen (18) months. Depending upon sales volume generated by our business during that time, we also anticipate the possibility of having to raise additional funds in order to achieve our plans and accomplish our immediate and longer-term business strategy. These additional funds likely will be raised through the issuance of Company’s securities in debt and/or equity financings. If we are unable to raise these additional funds on terms acceptable to us, we will be required to limit our expenditures for continuing our product development activities and expanding our sales and marketing operations, reduce our work force, or find alternatives to fund our business on terms that are not as favorable to the Company. Any such actions would impair our product development and expansion plans, reduce potential revenues, increase operating losses, and adversely affect the value of the Company.

Our success depends on the reception by market for our technology products.

Our ability to generate revenues will depend significantly on our ability to attract a sufficient number of users of the Company’s IGAN ICS and SUPR ISR video-compression products. If we are unable to successfully market our products to our target markets and gain a sufficient number of users, any future revenues will be significantly impacted. In addition, any factors adversely affecting the demand for, or market acceptance of, our products could materially reduce our revenues and result in adverse market perceptions of our Company and its products.

We face significant competition.

We believe that our success will depend heavily upon achieving market acceptance of our products before our competitors introduce more advanced competing products. Current and new competitors, however, may be able to develop and introduce better or more desirable products in advance of us or at a lower cost. In addition, some of our current and potential competitors have longer and/or more established operating histories, greater industry experience, greater name recognition, established customer bases, and significantly greater financial, technical, marketing and other resources than we do. To be competitive, we must respond promptly and effectively to the challenges of technological change, evolving standards and regulations, and our competitors’ innovations by continually working to improve the design of our products, enhancing our products, as well as improving and increasing our marketing and distribution channels. Increased competition could result in a decrease in the desirability of our products, a decrease in the use of our products by customers, loss of market share and brand recognition, and a reduction in the projected revenues from our products. We cannot assure you that we will be able to compete successfully against current and future competitors. Competitive pressures faced by us could have a material adverse effect on our business, operating results and financial condition.

If we do not build brand awareness and brand loyalty, our business may suffer.

Due in part to the substantial resources available to many of our competitors, our opportunity to achieve and maintain a significant market share may be limited. The importance of brand recognition will increase as competition in our market increases. Successfully promoting and positioning of our brand will depend largely on the effectiveness of our marketing efforts, our ability to offer reliable and desirable products at competitive rates, and customer perceptions of the value of our products. If our planned marketing efforts are ineffective or if customer perceptions change, we may need to increase our financial commitment to creating and maintaining brand awareness and loyalty among customers, which could divert financial and management resources from other aspects of our business or cause our operating expenses to increase disproportionately to our revenues. This would cause our business and operating results to suffer.

Supply limitations may adversely affect our operations.

Our business strategy depends, to a significant extent, on the availability of relatively stable prices for costs of creative and technical contract workers used in the design, update and creation of our products. As a small company, we may not have much leverage in dealing with these third parties with respect to timeliness of delivery, costs, or quality or quantity of supplies or services. Our inability to acquire quality supplies or services in sufficient quantity and/or on a timely and/or cost-effective basis could materially adversely affect our financial performance.

If we fail to develop or protect its intellectual property adequately, our business could suffer.

We have attempted, and may attempt, to develop certain intellectual property of our own, but cannot assure that we will be able to obtain exclusive rights in trade secrets, patents, trademark registrations and copyright registrations. At this time, we are unsure of what types of intellectual property might be developed. The cost of developing, applying for and obtaining such enforceable rights is expensive. Even after such enforceable rights are obtained, there are significant costs for maintaining and enforcing them. We may lack the resources to put in place exclusive protection and enforcement efforts. Our failure to obtain or maintain adequate protection of its intellectual property rights for any reason could have a material adverse effect on its business, financial condition and results of operations.

If we were to develop intellectual property, we may seek to enforce its intellectual property rights on others through litigation. Our claims, even if meritorious, may be found invalid or inapplicable to a party we believe infringes or has misappropriated its intellectual property rights. In addition, litigation can:

The Company cannot be certain of the outcome of any litigation. Any royalty or licensing agreement, if required, may not be available to the Company on acceptable terms or at all. The Company’s failure to obtain the necessary licenses or other rights could prevent the development or distribution of the Company’s products and services and, therefore, could have a material adverse effect on the Company’s business.

We may rely on trademarks or service marks to establish a market identity for its products or services. To maintain the value of our trademarks or service marks, we might have to file lawsuits against third parties to prevent them from using marks confusingly similar to or dilutive of our registered or unregistered trademarks or service marks. We also might not obtain registrations for its pending or future trademark or service marks applications, and might have to defend its registered trademark or service marks and pending applications from challenge by third parties. Enforcing or defending our registered and unregistered trademarks or service marks might result in significant litigation costs and damages, including the inability to continue using certain marks.

The laws of foreign countries in which we may contemplate doing business in the future may not recognize intellectual property rights or protect them to the same extent as do the laws of the United States. Adverse determinations in a judicial or administrative proceeding could prevent us from offering or providing its products or services or prevent us from stopping others from offering or providing competing services, and thereby have a material adverse effect on our business, financial condition, and results of operations.

Our products could become obsolete.

Technological obsolescence of our technologies and products is always a possibility. There is no assurance that our competitors will not succeed in developing related products using similar processes and marketing strategies, or that they will not develop technologies and products that are more effective than any which we are developing or will develop. Our ability to compete will depend on the continued timely enhancement and development of technologies and products. There is no assurance that we will be able to keep pace with technological developments or that our products will not become obsolete.

Our initial product introductions could result in increased costs in the future.

Because we are still in the initial phase of introducing our initial SUPR products to the market, we do not know whether there will be design defects or problems with programming, which we are not currently aware of but which could be identified by our customers, which problems could delay future sales, or result in product redesign, recall or repair, and, ultimately, loss of market share, and any of which could have a material adverse effect on our financial performance.

We may face risks associated with our use of certain artificial intelligence and machine learning models.

Our business utilizes artificial intelligence and machine learning technologies to add AI-based applications to our products and to drive efficiencies in our business. As with many technological innovations, artificial intelligence presents risks and challenges that could affect its adoption, and therefore our business. Our products and services utilize machine learning algorithms, predictive analytics, and other artificial intelligence technologies. If these artificial intelligence or machine learning models are incorrectly designed, the performance of our products, services, and business, as well as our reputation, could suffer or we could incur liability through the violation of laws or contracts to which we are a party.

Additionally, we are making, and plan to make in the future, investments in adopting artificial intelligence and machine learning technologies across our business. Artificial intelligence and machine learning technologies are complex and rapidly evolving, and we face significant competition from other companies in our industry as well as an evolving regulatory landscape. These efforts, including the introduction of new products or changes to existing products, may result in new or enhanced governmental or regulatory scrutiny, litigation, ethical concerns, or other complications that could adversely affect our business, reputation, or financial results. Changes to existing regulations, their interpretation or implementation or new regulations could impede our use of artificial intelligence and machine learning technology, and also may increase our estimated costs in this area. In addition, market acceptance of artificial intelligence and machine learning technologies is uncertain, and we may be unsuccessful in our product development efforts. Any of these factors could adversely affect our business, financial condition, and results of operations.

Our business depends on our ability to effectively invest in, implement improvements to and properly maintain the uninterrupted operation and data integrity of our information technology and other business systems.

Our business is highly dependent on maintaining effective information systems as well as the integrity and timeliness of the data we use to serve our customers, support them and operate our business. Because of the large amount of data that we collect and manage, it is possible that hardware or software failures or errors in our systems could result in data loss or corruption or cause the information that we collect to be incomplete or contain significant inaccuracies. If our data were found to be inaccurate or unreliable due to fraud or other error, or if we, or any of the third-party service providers we engage, were to fail to maintain information systems and data integrity effectively, we could experience operational disruptions that may impact our participants and providers and hinder our ability to provide services, retain and attract participants, manage our participant risk profiles, establish reserves, report financial results timely and accurately and maintain regulatory compliance, among other things.

Current and future legal action would cause our costs to increase.

There are presently no legal actions pending against the Company or to which it or any of its property are subject, nor to its knowledge are any such proceedings contemplated. However, any legal action in the future will result costs of defense that would be variable and would be expected to increase as compared to historic legal expenses incurred by the Company. Additionally, the Company anticipates a general increase in legal counsel cost going forward due to the increased compliance costs of the legal work that may be necessary for implementing the Company’s business plan of expansion.

The COVID-19 pandemic may cause a material adverse effect on our business.

The COVID-19 pandemic continues to rapidly evolve. At this time, there continues to be significant volatility and uncertainty relating to the full extent to which the COVID-19 pandemic and the various responses to it will impact our business, operations and financial results. The global deterioration in economic conditions, which may have an adverse impact on discretionary consumer spending or investing, could also impact our business and demand for our services. For instance, consumer spending and investing may be negatively impacted by general macroeconomic conditions, including a rise in unemployment, and decreased consumer confidence resulting from the pandemic. Changing consumer and investor behaviors as a result of the pandemic may also have a material impact on our revenue.

The spread of COVID-19 has also adversely impacted global economic activity and has contributed to significant volatility and negative pressure in financial markets. The pandemic has resulted, and may continue to result, in a significant disruption of global financial markets, which may reduce our ability to access capital in the future, which could negatively affect our liquidity. As a result of a resurgence in COVID-19, such as the Omicron variant, our business could be subject to additional governmental regulations, including updated COVID-19 protocols, which could have a material impact on our business.

If the COVID-19 pandemic does not continue to slow and the spread of COVID-19 is not contained, our business operations, could be delayed or interrupted. We expect that government and health authorities may announce new or extend existing restrictions, which could require us to make further adjustments to our operations in order to comply with any such restrictions. We may also experience limitations in employee resources. In addition, our operations could be disrupted if any of our employees were suspected of having COVID-19, which could require quarantine of some or all such employees or closure of our facilities for disinfection. The duration of any business disruption cannot be reasonably estimated at this time but may materially affect our ability to operate our business and result in additional costs.

The extent to which the pandemic may impact our results will depend on future developments, which are highly uncertain and cannot be predicted as of the date of this offering circular, including the effectiveness of vaccines and other treatments for COVID-19, and other new information that may emerge concerning the severity of the pandemic and steps taken to contain the pandemic or treat its impact, among others. Nevertheless, the pandemic and the current financial, economic and capital markets environment, and future developments in the global supply chain and other areas present material uncertainty and risk with respect to our performance, financial condition, results of operations and cash flows. To the extent the COVID-19 pandemic adversely affects our business and financial results, it may also have the effect of heightening many of the other risks described in this “Risk Factors” section.

Risks Related to Government Regulation

We are subject to governmental regulations, which can change, and any failure to comply with these regulations may have a material negative effect on our business and results of operations.

We are subject to substantial governmental regulations affecting our business. These include, but are not limited to, data privacy and protection laws, regulations, policies and contractual obligations that apply to the collection, transmission, storage, processing and use of personal information or personal data, which among other things, impose certain requirements relating to the privacy and security of personal information. The variety of laws and regulations governing data privacy and protection, and the use of the internet as a commercial medium are rapidly evolving, extensive, and complex, and may include provisions and obligations that are inconsistent with one another or uncertain in their scope or application.

In the ordinary course of our business, we might collect and store in our internal and external data centers, cloud services and networks sensitive data, including our proprietary business information and that of our customers, suppliers and business collaborators, as well as personal information of our customers and employees. The secure processing, maintenance and transmission of this information is critical to our operations and business strategy. The number and sophistication of attempted attacks and intrusions that companies have experienced from third parties has increased over the past few years. Despite our security measures, it is impossible for us to eliminate this risk. 

A number of U.S. states have enacted data privacy and security laws and regulations that govern the collection, use, disclosure, transfer, storage, disposal, and protection of personal information, such as social security numbers, financial information and other sensitive personal information. For example, all 50 states and several U.S. territories now have data breach laws that require timely notification to affected individuals, and at times regulators, credit reporting agencies and other bodies, if a company has experienced the unauthorized access or acquisition of certain personal information. Other state laws, such as the California Consumer Privacy Act, as amended, or the CCPA, among other things, contain disclosure obligations for businesses that collect personal information about residents in their state and affords those individuals new rights relating to their personal information that may affect our ability to collect and/or use personal information. Effective January 1, 2023, we will also become subject to the California Privacy Rights Act, which expands upon the consumer data use restrictions, penalties and enforcement provisions under the CCPA, and Virginia’s Consumer Data Protection Act, another comprehensive data privacy law. Effective July 1, 2023, we will also become subject to the Colorado Privacy Act and Connecticut’s An Act Concerning Personal Data Privacy and Online Monitoring, which are also comprehensive consumer privacy laws. Effective December 31, 2023, we will also become subject to the Utah Consumer Privacy Act, regarding business handling of consumers’ personal data. Further, there are several legislative proposals in the United States, at both the federal and state level, that could impose new privacy and security obligations. We cannot yet determine the impact that these future laws and regulations may have on our business.

New and evolving regulations and compliance standards for cybersecurity, data protection, privacy, and internal IT controls are often created in response to a major cyberattack and will increasingly impact organizations like our company. The fear of non-compliance, failed audits, and material findings may compel us to spend more to ensure we are in compliance, which may result in costly, one-off implementations to mitigate potential fines or reputational damage. The high costs associated with failing to meet regulatory requirements, combined with the risk of fallout from security breaches, has elevated this topic from the IT organization to the executive and board level. We may therefore spend additional time and money ensuring we will meet possible or unforeseeable future data protection regulations. 

Our business is, and may in the future be, subject to a variety of laws and regulations, including working conditions, labor, immigration and employment laws, and health, safety and sanitation requirements. We are unable to predict the outcome or effects of any potential legislative or regulatory proposals on our business. Any changes to the legal and regulatory framework applicable to our business could have an adverse impact on our business and results of operations.

Our failure to comply with applicable governmental laws and regulations, or to maintain necessary permits or licenses, could result in liability that could have a material negative effect on our business and results of operations.

Our business may be materially impacted by government actions taken in response to the COVID-19 pandemic. See “Risks Related to Our Business and Industry—The COVID-19 pandemic may cause a material adverse effect on our business.”

We are subject to, and must remain in compliance with, numerous laws and governmental regulations concerning the manufacturing, use, distribution and sale of our products, in addition to laws and governmental regulations that may be adopted in the future.

We manufacture and sell products that contain electronic components, and such components may contain materials that are subject to government regulation in both the locations where we develop, manufacture and assemble our products, as well as the locations where we sell our products. In addition, chipset solution technology is subject to considerable regulatory uncertainty as the law evolves to catch up with the rapidly evolving nature of the technology itself, all of which are beyond our control.

The industry may become subject to increased legislation and regulation. Further, the legislation or regulations in different countries may impose different standards, which may be conflicting. Any legislation or regulations which impose standards, or which impose liability is likely to increase our manufacturing cost as well as the cost of compliance. Among other things, certain applicable laws and regulations require or may in the future require the submission of annual reports to the certain governmental agencies certifying that such products comply with applicable performance standards, the maintenance of manufacturing, testing, and distribution records, and the reporting of certain product defects to such regulatory agency or consumers. If our products fail to comply with applicable regulations, we and/or our products could be subjected to a variety of enforcement actions or sanctions, such as product recalls, repairs or replacements, warning letters, untitled letters, safety alerts, injunctions, import alerts, administrative product detentions or seizures, or civil penalties. The occurrence of any of the foregoing could harm our business, results of operations, and financial condition.

Failures, or perceived failures, to comply with privacy, data protection, and information security requirements in the variety of jurisdictions in which we operate may adversely impact our business, and such legal requirements are evolving, uncertain and may require improvements in, or changes to, our policies and operations.

Our current and potential future operations and sales subject us to laws and regulations addressing privacy and the collection, use, storage, disclosure, transfer and protection of a variety of types of data. For example, the European Commission has adopted the General Data Protection Regulation and California recently enacted the CCPA, both of which provide for potentially material penalties for non- compliance. These regulations may, among other things, impose data security requirements, disclosure requirements, and restrictions on data collection, uses, and sharing that may impact our operations and the development of our business. While, generally, we do not have access to, collect, store, process, or share information collected by its solutions unless its customers choose to proactively provide such information to it, our products may evolve both to address potential customer requirements or to add new features and functionality. Therefore, the full impact of these privacy regimes on our business is rapidly evolving across jurisdictions and remains uncertain at this time.

We may also be affected by cyberattacks and other means of gaining unauthorized access to its products, systems, and data. For instance, cyber criminals or insiders may target us or third parties with which it has business relationships in an effort to harm them or their proper use, or the data stored in them, resulting in direct and indirect damages, including disruption, interruption or severance of operations, ransomware, leaks and data loss, theft of property, espionage, harm to reputation, harm to public trust and rehabilitation expenses. We work to prevent and reduce exposure to the risk of cyberattacks, with strategies including use of information security systems, assimilation of a culture of data security (including training for managers and employees), refinement and adjustment of procedures, internal control programs, and auditing and support with the assistance of experts in the field.

Our operations are rich in technology and computing and may be exposed to risks related to the stability of the information systems, their compatibility with the scope of its operations, information security, technical failures, overload of system servers and the like. Impairment of the stability of computer systems and inability on our part to return our systems to normal operation within a reasonable timeframe, or the lack of technological ability to meet commitments or the expectations of potential customers and strategic partners, may damage our reputation and harm our business outcomes.

We are assessing the continually evolving privacy and data security regimes and measures it believes are appropriate in response. Since these data security regimes are evolving, uncertain and complex, especially for a global business like ours, it may need to update or enhance its compliance measures as its products, markets and customer demands further develop and these updates or enhancements may require implementation costs. The compliance measures we adopt may prove ineffective. Any failure, or perceived failure, by us to comply with current and future regulatory or customer-driven privacy, data protection, and information security requirements, or to prevent or mitigate security breaches, cyberattacks, or improper access to, use of, or disclosure of data, or any security issues or cyberattacks affecting us, could result in significant liability, costs (including the costs of mitigation and recovery), and a material loss of revenue resulting from the adverse impact on its reputation and brand, loss of proprietary information and data, disruption to its business and relationships, and diminished ability to retain or attract customers and business partners. Such events may result in governmental enforcement actions and prosecutions, private litigation, fines and penalties or adverse publicity, and could cause customers and business partners to lose trust in us, which could have an adverse effect on our reputation and business.

Industry and other market data used in this offering circular or in periodic reports that we may in the future file with the SEC, including those undertaken by us or our engaged consultants, may not prove to be representative of current and future market conditions or future results.

This offering circular includes or refers to, and periodic reports that we may in the future file with the SEC may include or refer to, statistical and other industry and market data that we obtained from industry publications and research, surveys and studies conducted by third parties and surveys and studies that we undertook ourselves regarding the market potential for our current services. Although we believe that such information has been obtained from reliable sources, the sources of such data have not guaranteed the accuracy or completeness of such information. While we believe these industry publications and third-party research, surveys and studies are reliable, we have not independently verified such data. The results of this data represent various methodologies, assumptions, research, analysis, projections, estimates, composition of respondent pool, presentation of data and adjustments, each of which may ultimately prove to be incorrect, and cause actual results and market viability to differ materially from those presented in any such report or other materials.

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

Our dual class voting structure has the effect of concentrating the voting control to holders of our Class B Common Stock, which will limit or preclude your ability to influence corporate matters, and your interests may conflict with the interests of these stockholders.

We adopted a dual class voting structure such that our ordinary shares consist of Class A Common Stock and Class B Common Stock, and we are authorized to issue any number of classes of preferred shares. Class A Common Stock is entitled to one vote per share on proposals requiring or requesting stockholder approval, and Class B Common Stock is entitled to one hundred votes on any such matter. In this offering, we are offering Class A Common Stock. Makena Investment Advisors, LLC, which is beneficially owned by Michael Chermak, our Executive Chairman, and Basestones, Inc. own 2,000,000 shares of Class B Common Stock, which amounts to 200,000,000 votes. Prior to the commencement of this offering, there are expected to be 10,323,244 shares of Class A Common Stock outstanding representing voting power of 10,323,244 votes, 2,000,000 shares of Class B Common Stock outstanding representing voting power of 200,000,000 votes, and no preferred shares outstanding. As a result, out of a total of 10,323,244 shares of Class A Common Stock and 2,000,000 shares of Class B Common Stock representing total voting power of 210,323,244 votes are outstanding as of the date of this offering circular, Makena Investment Advisors, LLC and Basestones, Inc. control approximately 95.1% of the voting power before this offering.

Following this offering, taking into consideration the Class A Common Stock expected to be offered hereby, even if 100% of such shares are sold, Makena Investment Advisors, LLC and Basestones, Inc. will retain controlling voting power in the Company based on having approximately 93.8% of the combined voting power of our outstanding Class A Common Stock. Makena Investment Advisors, LLC and Basestones, Inc. will have the ability to control the outcome of most matters requiring stockholder approval, including:

This voting control and influence may discourage transactions involving a change of control of the Company, including transactions in which you, as a holder of our Class A Common Stock, might otherwise receive a premium for your shares.

This is a fixed price offering and the fixed offering price may not accurately represent the current value of us or our assets at any particular time. Therefore, the purchase price you pay for our Units may not be supported by the value of our assets at the time of your purchase.

This is a fixed price offering, which means that the offering price for our Units is fixed and will not vary based on the underlying value of our assets at any time. Our board of directors has determined the offering price in its sole discretion. The fixed offering price for our Units has not been based on appraisals of any assets we own or may own, or of our company as a whole, nor do we intend to obtain such appraisals. Therefore, the fixed offering price established for our units may not be supported by the current value of our company or our assets at any particular time.

We have broad discretion as to the use of the net proceeds from this offering and our use of the offering proceeds may not yield a favorable return on your investment. Additionally, we may use these proceeds in ways with which you may not agree or in the most effective way.

Our board of directors will have broad discretion in applying the net proceeds of this offering and investors will be relying on our judgment regarding the application of the net proceeds of this offering. See “Use of Proceeds.” Based on unforeseen technical, commercial or regulatory issues, we could spend the proceeds in ways with which you may not agree. Moreover, the proceeds may not be invested effectively or in a manner that yields a favorable or any return, and consequently, this could result in financial losses that could have a material adverse effect on our business, financial condition and results of operations. There can be no assurance that the Company will utilize the net proceeds in a manner that enhances value of the Company. If the Company fails to spend the proceeds effectively, the Company’s business and financial condition could be harmed, and there may be the need to seek additional financing sooner than expected.

We have never paid cash dividends on our stock and do not intend to pay dividends for the foreseeable future.

We have paid no cash dividends on any class of our stock to date, and we do not anticipate paying cash dividends in the near term. For the foreseeable future, we intend to retain any earnings to finance the development and expansion of our business, and we do not anticipate paying any cash dividends on our Class A Common Stock. Accordingly, investors must be prepared to rely on sales of their Class A Common Stock after price appreciation to earn an investment return, which may never occur. Investors seeking cash dividends should not purchase our Class A Common Stock. Any determination to pay dividends in the future will be made at the discretion of our board of directors and will depend on our results of operations, financial condition, contractual restrictions, restrictions imposed by applicable law and other factors our board deems relevant.

Boustead Securities, one of the Lead Selling Agents, owns approximately 9.7% of the issued and outstanding Class A Common Stock of the Company. This ownership interest in our company creates a conflict of interest with the interests of investors in this offering in that Boustead Securities will benefit through ownership of our shares if the offering is consummated.

Boustead Securities owns 1,000,000 shares of our Class A Common Stock, or approximately 9.7% of the issued and outstanding Class A Common Stock of the Company prior to commencement of this offering. Since Boustead Securities owns a material amount of shares of Class A Common Stock of our company, they will benefit if our company successfully raises capital. One way that Boustead Securities will benefit is that the book value of the shares of our Class A Common Stock held by Boustead Securities will increase as a result of the offering especially given that Boustead Securities only paid a nominal price for their shares of our Class A Common Stock and the fair market value of their holdings of our shares will also increase since the price at which securities are being sold in this offering is significantly higher than the price paid by Boustead Securities. As one of the Lead Selling Agents for the offering, Boustead Securities must undertake a due diligence investigation of our company, negotiate the offering price of the securities being sold in this offering with our company and undertake other actions designed to protect investors in this offering. Given the conflict of interest resulting from ownership of our shares by Boustead Securities, there is a risk that they may serve their own interests to the detriment of the interests of investors in this offering.

Raising additional capital may cause dilution to our stockholders, including purchasers of Class A Common Stock in this offering or restrict our operations.

Until such time, if ever, as we can generate substantial revenues, we expect to finance our cash needs through a combination of equity and/or debt financings and collaborations, licensing agreements or other strategic arrangements. To the extent that we raise additional capital through the sale of equity or convertible debt securities, your ownership interest will be diluted, and the terms of such securities may include liquidation or other preferences that adversely affect your rights as a holder of Class A Common Stock.

To the extent that we raise additional capital through debt financing, it would result in increased fixed payment obligations and a portion of our operating cash flows, if any, being dedicated to the payment of principal and interest on such indebtedness. In addition, debt financing may involve agreements that include restrictive covenants that impose operating restrictions, such as restrictions on the incurrence of additional debt, the making of certain capital expenditures or the declaration of dividends.

We may issue additional debt and equity securities, which are senior to our Class A Common Stock as to distributions and in liquidation, which could materially adversely affect the value of our Class A Common Stock.

In the future, we may attempt to increase our capital resources by entering into additional debt or debt-like financing that is secured by all or up to all of our assets, or issuing debt or equity securities, which could include issuances of commercial paper, medium-term notes, senior notes, subordinated notes or shares. In the event of our liquidation, our lenders and holders of our debt securities would receive a distribution of our available assets before distributions to our stockholders. In addition, any preferred stock, if issued by our company, may have a preference with respect to distributions and upon liquidation, which could further limit our ability to make distributions to our stockholders. Because our decision to incur debt and issue securities in our future offerings will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings and debt financing.

Further, market conditions could require us to accept less favorable terms for the issuance of our securities in the future. Thus, you will bear the risk of our future offerings reducing the value of your Class A Common Stock and diluting your interest in our company.

This offering is being conducted on a “best efforts” basis without a minimum and we may not be able to execute our growth strategy if the maximum amount of Units is not sold.

If you purchase our Units and less than all of the offered Units are sold, the risk of losing your entire investment will be increased. We are offering our Units on a “best efforts” basis without a minimum, and we can give no assurance that all of the offered Units will be sold. If less than the maximum number of Units offered is sold, we may be unable to fund all the intended uses described in this offering circular from the net proceeds anticipated from this offering without obtaining funds from alternative sources or using working capital that we generate. Alternative sources of funding may not be available to us at what we consider to be a reasonable cost, and the working capital generated by us may not be sufficient to fund any uses not financed by offering net proceeds. No assurance can be given to you that any funds will be invested in this offering other than your own.

We are not required to raise any minimum amount in this offering before we may utilize the funds received in this offering. Investors should be aware that there is no assurance that any monies beside their own will be invested in this offering.

Because there is no minimum amount of subscriptions which we must receive before accepting funds in the offering, you will not be assured that we will have sufficient funds to execute our business plan or satisfy its working capital requirements and will bear the risk that we will be unable to secure the funds necessary to meet our current and anticipated financial obligations.

We may terminate this offering at any time during the offering period.

We reserve the right to terminate this offering at any time, regardless of the number of shares sold. In the event that we terminate this offering at any time prior to the sale of all of the shares offered hereby, whatever amount of capital that we have raised at that time will have already been utilized by our company and no funds will be returned to subscribers.

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS

This offering circular contains forward-looking statements that are based on our management’s beliefs and assumptions and on information currently available to us. All statements other than statements of historical facts are forward-looking statements. The forward-looking statements are contained principally in, but not limited to, the sections entitled “Offering Circular Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.” These statements relate to future events or to our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Forward-looking statements include, but are not limited to, statements about:

In some cases, you can identify forward-looking statements by terms such as “may,” “could,” “will,” “should,” “would,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “project” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect results. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under the heading “Risk Factors” and elsewhere in this offering circular. If one or more of these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance.

The forward-looking statements made in this offering circular relate only to events or information as of the date on which the statements are made in this offering circular. Although we will become a Regulation A qualified company after this offering and have ongoing disclosure obligations under United States federal securities laws, we do not intend to update or otherwise revise the forward-looking statements in this offering circular, whether as a result of new information, future events or otherwise.

USE OF PROCEEDS

After deducting the estimated Selling Agents’ commissions and offering expenses payable by us, we expect to receive net proceeds of approximately $8.8 million from this offering, based on an assumed offering price of $3.50 per Unit and assuming completion of the maximum offering hereunder.

We plan to use the net proceeds of this offering as follows:

Each $1.00 increase or decrease in the assumed offering price of $3.50 per Unit would increase or decrease the net proceeds that we receive from this offering by approximately $2.6 million, assuming that the number of shares offered by us, as set forth on the cover page of this offering circular, remains the same and after deducting the estimated selling agent commissions payable by us.

The foregoing represents our current intentions to use and allocate the net proceeds of this offering based upon our present plans and business conditions. Our management, however, will have broad discretion in the way that we use the net proceeds of this offering. Pending the final application of the net proceeds of this offering, we intend to invest the net proceeds of this offering in short-term, interest-bearing, investment-grade securities. See “Risk Factors — Risks Related to This Offering and Ownership of Our Class A Common Stock — We have broad discretion as to the use of the net proceeds from this offering and our use of the offering proceeds may not yield a favorable return on your investment. Additionally, we may use these proceeds in ways with which you may not agree or in the most effective way.”

DIVIDEND POLICY

We have never declared or paid cash dividends on our capital stock. We currently intend to retain all available funds and any future earnings for use in the operation of our business and do not anticipate paying any cash dividends in the near future. We may also enter into credit agreements or other borrowing arrangements in the future that will restrict our ability to declare or pay cash dividends. Any future determination to declare dividends will be made at the discretion of our board of directors and will depend on our financial condition, operating results, capital requirements, contractual restrictions, general business conditions and other factors that our board of directors may deem relevant. See also “Risk Factors — Risks Related to This Offering and Ownership of Our Class A Common Stock — We have never paid cash dividends on our stock and do not intend to pay dividends for the foreseeable future.”

DILUTION

Dilution in net tangible book value per share to new investors is the amount by which the offering price paid by the purchasers of the shares of our Class A Common Stock sold in this offering exceeds the pro forma net tangible book value per share of Class A Common Stock after this offering. Net tangible book value per share is determined at any date by subtracting our total liabilities from the total book value of our tangible assets and dividing the difference by the number of shares of Class A Common Stock deemed to be outstanding at that date.

Our net tangible book value as of December 31, 2023, was approximately $2,287,803, or approximately $0.23 per share of Class A Common Stock.

Pro forma as adjusted net tangible book value dilution per share to new investors represents the difference between the amount per share paid by purchasers of our Class A Common Stock in this offering and the pro forma as adjusted net tangible book value per share of Class A Common Stock immediately after completion of this offering. Investors participating in this offering will incur immediate, substantial dilution. After giving effect to (i) the sale of 493,000 shares of Class A Common Stock at a price of $2.50 per share subsequent to December 31, 2023, in private placements for net proceeds of $1,122,933, (ii) the issuance of 10,000 shares of Class A Common Stock for legal services, (iii) the issuance of 40,000 shares of Class A Common Stock for marketing services, and (iv) our sale of 2,857,142 shares of our Class A Common Stock in this offering at an assumed offering price of $3.50 per Unit, and after deducting the estimated selling agent commissions and estimated offering expenses, our pro forma as adjusted net tangible book value as of December 31, 2023 would have been approximately $12,410,753, or approximately $0.94 per share of Class A Common Stock. This amount represents an immediate increase in pro forma net tangible book value of $0.71 per share of Class A Common Stock to existing shareholders and an immediate dilution in pro forma net tangible book value of $2.56 per share of Class A Common Stock to purchasers of our Class A Common Stock in this offering, as illustrated in the following table.

The following table sets forth the total number of shares of Class A Common Stock previously issued and sold to existing investors, the total consideration paid for the foregoing and the average price per share of Class A Common Stock paid, or to be paid, by existing owners and by the new investors. The calculation below is based on the assumed offering price of $3.50 per Unit, before deducting estimated selling agent commissions and offering expenses, in each case payable by us.

The outstanding share information in the table above is based on 10,323,244 shares of our Class A Common Stock and 2,000,000 shares of Class B Common Stock outstanding as of the date of this offering circular and excludes:

To the extent that any outstanding options or warrants are exercised, new options, restricted stock units or other securities are issued under our stock-based compensation plans, or new shares of preferred stock are issued, or we issue additional shares of Class A Common Stock or Class B Common Stock in the future, there will be further dilution to investors participating in this offering.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis summarizes the significant factors affecting our operating results, financial condition, liquidity and cash flows of our company as of and for the periods presented below. The following discussion and analysis should be read in conjunction with our financial statements and the related notes thereto included elsewhere in this offering circular. The discussion contains forward-looking statements that are based on the beliefs of management, as well as assumptions made by, and information currently available to, our management. Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors, including those discussed below and elsewhere in this offering circular, particularly in the sections titled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements”.

Overview

Reticulate Micro is a technology company focusing on developing, marketing, and delivering video-compression-based software and hardware products, built on our proprietary and patented Video Assured Secure Transmission (VAST) video compression coding and decoding algorithms and methodologies. Reticulate Micro’s primary business focus is the development and delivery of resilient and secure internet communications technologies (ICTs) that enhance customer experiences with high-quality and low-latency video. Our core product line of video encoder appliances and virtual management appliances are designed to function in austere, industrial, and virtual environments to deliver highly reliable streaming video and situational awareness, with wieldiness and ease of use for non-technical customers. Our goal is to deliver unquestionably secure video content at the highest possible quality to meet customers’ needs for trustworthy and verifiable high-definition video.

Our primary business focus is the development and delivery of resilient and secure internet communications technologies (ICTs) that enhance customer experiences with high-quality and low-latency video. We achieve this by providing video streaming technologies, platforms, and services that utilize our proprietary and patented (US-9,451,291) VAST compression methodologies, our VISION OS, and our deep bench of industry expertise. Our technology platform offering centers on enabling the advancement of content-aware video coding and transport-aware distribution, scene and object detection for computer vision, virtual education delivery, the optimization of video distribution, and enhancing the trustworthiness of video to counter deepfake technologies. RM VISION OS enhances the implementation and use of our VAST-enabled appliances by providing remote provisioning, configuration, and management. We also provide support services that include consulting, installation support, training, bespoke systems design, integration, assembly, and testing. We have created a secure video, audio, and information-sharing platform ecosystem founded on our core intellectual property that delivers meaningful solutions to real world problems. Our technology will assure the creation, distribution, and delivery of higher quality video content anywhere and at any time.

Our secondary business focus is the virtual training and education platform from our subsidiary, EdWare LLC, which is designed to help educate individuals and organizations with short lessons and lectures built on content sourced from top universities, content creation companies, and subject matter experts (SMEs) from across the world. The EdWare platform integrates RM VAST and ICP technologies into an experience ecosystem that is optimized to function on laptops and cellular phones, enabling secure and ubiquitous learning, testing, certification, and licensing activities. The Company’s approach to learning delivery considers the need to continuously revamp content to tightly align learning objectives, assessments, and instructions with corporate and institutional strategies and goals. EdWare maintains the Company’s competitive edge and relevance by executing the Company’s deep learning approach with its teaching, testing, and assessment feedback process, and then delivering the content at the highest-quality and security possible.

EdWare’s platform and strategic relationships play a crucial role in shaping the Company’s future success. As a virtual training and education platform, EdWare has fostered an extensive network of collaborators and partners, which will prove invaluable as the Company continues to expand its technological offerings into new products and services. Given that EdWare’s platform seamlessly incorporates these technologies, it serves as a prime test case for demonstrating how our innovations can integrate into existing products and services, thereby stimulating greater adoption of our technologies. Furthermore, EdWare’s platform serves as a powerful tool for training and educating both current and potential customers about our suite of products and services.

While we are currently utilizing the EdWare platform internally, we have begun development on the Viator platform, an advancement of the EdWare platform, which we expect to bring to market in late 2024. The name Viator, which derives from the Latin word for learner, symbolizes our steadfast dedication to equipping students across the world with next-generation skills. The main elements of Vision OS and the EdWare platform are being combined to create the Viator platform, and due to this fusion, we believe the Viator platform will possess qualities that are essential for the constantly changing digital environment, such as security, modularity, scalability, data management, and improved video efficiency. Security is crucial in the age of deep fakes and quantum computing, and we believe that by strengthening the EdWare platform with cutting-edge security measures, the Viator platform takes this problem head-on and ensures the integrity and validity of educational information. These improvements will protect sensitive data and crucial processes as we turn toward the defense industry.

Additionally, the Viator platform’s emphasis on video encoding efficiency and effectiveness enhances video clarity even across restricted networks allowing users to connect in smooth, high-quality video conversations regardless of location or network constraints. Considering the growing emphasis on virtual learning and communication, we believe this will be a game-changer in the educational software market. Additionally, we expect the Viator platform to provide the unique ability to audit and analyze user encounters with unmatched detail, security, and video clarity, allowing instructors to learn more about the behavior and performance of their students. We believe this could also be utilized in commercial applications that let companies improve user experiences and customize their goods and services based on precise user interaction data. With the Viator platform, we aim to empower learners, safeguard sensitive information, and enhance our connection and engagement in a rapidly evolving digital world.

Our third and recently emerging business focus is satellite communications support and technology development. We have established Reticulate Space as a distinct business segment of the Company with a dedicated profit and loss center structure. Our Chief Operating Officer, David Horton, will assume a new additional role as the President of Reticulate Space, reporting directly to Joshua Cryer, the President and Chief Executive Officer of Reticulate Micro. Reticulate Space is founded on a satellite communications (SATCOM)-focused product offering based on our VISION OS platform, Virtual Engineering for Satellite Performance Enhancement and Resourcing (VESPER).

VESPER is designed to address several SATCOM management deficiencies, resolving issues of inadequate control and security. VESPER simplifies network complexity and administration with a single pane of glass displaying all the information, including fundamental health, metrics and position data across operational networks and terminals with the option to drill down and view subcomponent health. VESPER centrally monitors, manages, controls and directs resources where operators can exert precise control and access to terminals and resource allocation. With double-ratchet encryption and a path for quantum-resistant encryption, VESPER securely expands management reach and range with a scalable solution capable of accommodating configurations of thousands of terminals across enterprise networks, whether on-premises or in cloud, fog or mist architectures.

Since VESPER is built on VISION OS, and integrates with existing third-party technologies, the timelines associated with product development are significantly decreased. We expect a fully demonstrable capability by the end of the third quarter of 2024. We believe this is timely, as market demand for this capability is increasing as large corporations, the United States Department of Defense, and international Ministries of Defense wrestle with the management of proliferated low earth orbit (P-LEO) satellite communications networks, connections from consolidated geosynchronous (GEO) network providers, and terrestrial networks. The United States Navy, United States Army, and NATO have large, funded programs in various phases of information requests, proposal requests, and planning that center on this issue. VESPER is designed to meet the requirements of these programs. On the commercial side, VESPER is designed to be equally applicable to corporations like energy infrastructure suppliers, the cruise ship industry, and global maritime transporters that are employing satellite communications to counter disconnected, intermittent and limited (DIL) communications environments.

Additionally, we expect Reticulate Space will address terminal deficiencies in the satellite communications market, where customers require the ability to seamlessly transition between satellite service provider networks that operate in multiple orbital regimes and employ a multitude of satellite modem technologies. We believe current market solutions are either unable to meet this specific demand set or do so poorly. Reticulate Space has established key relationships with emerging and established technology providers with various exclusivity levels to develop unique integrated satellite terminal management technologies designed to exceed customer requirements and expectations. To this end, Reticulate Space is building an executive and engineering leadership team comprised of well-known and pedigreed veterans of the satellite communications market. Reticulate Space’s vertical market focus encompasses land mobile, maritime and aero defense and commercial use cases. Within defense, we see VESPER having immediate utility for military personnel in communications-on-the-move and communications-on-the-walk scenarios.

Our Historical Performance

The Company’s independent registered public accounting firm has expressed substantial doubt as to the Company’s ability to continue as a going concern. While we had cash of $2,267,956 and $832,638 as of December 31, 2023 and 2022, respectively, we had revenue of $42,241 and a net loss of $5,921,731 for the year ended December 31, 2023 and no revenue and a net loss of $337,111 for the period from June 23, 2022 (inception) to December 31, 2022. We estimate that we will be able to conduct our planned operations using currently available capital resources for the next six months. We will seek to fund our operations through securities offerings, including this offering, private equity offerings, debt financings, and government or other third-party funding. However, the Company may not be able to raise adequate funds for capital expenditures, working capital and other cash requirements from capital markets on acceptable terms, or at all. Advances from an officer or stockholder may likewise be unavailable. The Company’s failure to raise capital as and when needed and generate significantly higher revenues than operating expenses to achieve profitability would impact its going concern status and would have a negative impact on its financial condition and its ability to pursue its business strategy and continue as a going concern. For further discussion, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Going Concern”.

Recent Developments

On January 1, 2024, we issued stock options for the purchase of an aggregate of 314,000 shares of Class A Common Stock, at an exercise price of $1.00, under the 2022 Plan, as follows: (i) David Horton, the Company’s Chief Operating Officer and President of Reticulate Space, received a stock option to purchase 12,000 shares of Class A Common Stock; (ii) Eduardo Martinez, the Company’s Chief Commercial Officer and Chief of Staff, received a stock option to purchase 12,000 shares of Class A Common Stock; (iii) Paul Scardino, the Company’s Executive Vice President of Sales and Chief Strategy Officer of Reticulate Space, received a stock option to purchase 120,000 shares of Class A Common Stock; (iv) Mark Steel, the Company’s Executive Vice President of Products and Services and Chief Technology Officer of Reticulate Space, received a stock option to purchase 120,000 shares of Class A Common Stock; and (v) an employee received a stock option to purchase 50,000 shares of Class A Common Stock.

On February 1, 2024, we conducted a private placement of shares of our Class A Common Stock and entered into certain subscription agreements with a number of (i) accredited investors as defined in Section 2(a)(15) of the Securities Act, and Rule 501 promulgated thereunder, in reliance upon the exemption contained in Section 4(a)(2) of the Securities Act, and Rule 506(b) of Regulation D promulgated thereunder, and applicable state securities laws or (ii) non-U.S. persons made in compliance with the provisions of Regulation S promulgated under the Securities Act. Pursuant to the agreements, we issued 333,000 shares of Class A Common Stock at $2.50 per share for a total of $832,500. Boustead Securities, who is acting as one of the Lead Selling Agents in this offering, acted as the placement agent in the private placements. Pursuant to our engagement letter agreement with Boustead Securities, in addition to payments of a success fee of $74,925, or 9% of the total purchase price of the shares sold in the private placements, and a non-accountable expense allowance of $8,325, or 1% of the total purchase price of the shares sold in the private placements, we agreed to issue Boustead Securities five-year warrants to purchase up to 23,310 shares of Class A Common Stock in aggregate, exercisable on a cashless basis, with an exercise price of $2.50 per share, subject to adjustment. On March 13, 2024, we entered into a warrant cancellation agreement with Boustead Securities, pursuant to which they agreed to forfeit these warrants.

On March 1, 2024, we issued a stock option for the purchase of 350,000 shares of Class A Common Stock, at an exercise price of $1.00, to Amit Shrestha, our Chief Financial Officer, under the 2022 Plan.

On April 1, 2024, we issued 10,000 shares of our Class A Common Stock to Bevilacqua PLLC as partial payment for legal services.

On May 3, 2024, we issued 40,000 shares of our Class A Common Stock pursuant to a marketing agreement for services rendered.

On May 14, 2024, we conducted a private placement of shares of our Class A Common Stock and entered into certain subscription agreements with a number of (i) accredited investors as defined in Section 2(a)(15) of the Securities Act, and Rule 501 promulgated thereunder, in reliance upon the exemption contained in Section 4(a)(2) of the Securities Act, and Rule 506(b) of Regulation D promulgated thereunder, and applicable state securities laws or (ii) non-U.S. persons made in compliance with the provisions of Regulation S promulgated under the Securities Act. Pursuant to the agreements, we issued 160,000 shares of Class A Common Stock at $2.50 per share for a total of $400,000. Boustead Securities, who is acting as one of the Lead Selling Agents in this offering, acted as the placement agent in the private placements. Pursuant to our engagement letter agreement with Boustead Securities, as amended, in addition to payments of a success fee of $18,000, or 4.5% of the total purchase price of the shares sold in the private placements, and a non-accountable expense allowance of $2,000, or 0.5% of the total purchase price of the shares sold in the private placements, we agreed to issue Boustead Securities five-year warrants to purchase up to 5,600 shares of Class A Common Stock in aggregate, exercisable on a cashless basis, with an exercise price of $2.50 per share, subject to adjustment.

Impact of COVID-19 Pandemic

The current global pandemic of a novel strain of coronavirus, or COVID-19, and the global measures taken to combat it, may have an adverse effect on our business. Public health authorities and governments at local, national and international levels have announced various measures to respond to the pandemic. Some measures that directly or indirectly impact our business include voluntary or mandatory quarantines, restrictions on travel and limiting gatherings of people in public places.

We believe that we have fully complied with all state and local requirements relating to COVID-19. We have undertaken various measures in an effort to mitigate the spread of COVID-19. From our founding, we have been a highly efficient remote-first company, which has been able to continue to function as normal even with pandemic-related stay at home orders and other regulations. We have also exploited certain trends related to the COVID-19 pandemic, including its acceleration of global growth in virtual services. However, the COVID-19 pandemic has adversely impacted global economic activity and has contributed to significant volatility and negative pressure in financial markets. The resulting global deterioration in economic conditions and financial volatility may have an adverse impact on discretionary consumer spending or investing, could also impact our business and demand for our services.

As events are rapidly changing, we cannot predict how long the effects of the COVID-19 pandemic and the efforts to contain it could disrupt our operations or the full extent of that disruption.  Governments could take additional restrictive measures to combat the pandemic that could further impact our business or the economy in the geographies in which we operate. It is also possible that the impact of the pandemic and response on our customers, users, and markets will persist for some time after governments ease their restrictions.

The extent to which the pandemic may impact our results will depend on future developments, which are highly uncertain and cannot be predicted as of the date of this offering circular, including new information that may emerge concerning the severity of the pandemic and steps taken to contain the pandemic or treat its impact, among others. Nevertheless, the pandemic and the current financial, economic and capital markets environment, and future developments in the global supply chain and other areas present material uncertainty and risk with respect to our performance, financial condition, results of operations and cash flows. See also “Risk Factors – The COVID-19 pandemic may cause a material adverse effect on our business” above.

Principal Factors Affecting Our Financial Performance

Our operating results are primarily affected by the following factors:

Emerging Growth Company

Regulation A provides that a filer can take advantage of an extended transition period for complying with new or revised accounting standards. We have elected to avail ourselves of this exemption and, therefore, we will not be subject to the same adoption period for new or revised accounting standards as public companies.

Upon the completion of this Offering, we may elect to become a public reporting company under the Exchange Act. If we elect to do so, we will be required to publicly report on an ongoing basis as an “emerging growth company” (as defined in the JOBS Act) under the reporting rules set forth under the Exchange Act. As defined in the JOBS Act, an emerging growth company is defined as a company with less than $1 Billion in revenue during its last fiscal year. An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies.

For so long as we remain an “emerging growth company,” we may take advantage of certain exemptions from various reporting requirements that are applicable to other Exchange Act reporting companies that are not “emerging growth companies,” including but not limited to:

If we are required to publicly report under the Exchange Act as an “emerging growth company”, we expect to take advantage of these reporting exemptions until we are no longer an emerging growth company. We would remain an “emerging growth company” for up to five years, though if the market value of our Common Stock held by non-affiliates exceeds $700 Million, we would cease to be an “emerging growth company.”

If we elect not to become a public reporting company under the Exchange Act, we will be required to publicly report on an ongoing basis under the reporting rules set forth in Regulation A for Tier 2 issuers. The ongoing reporting requirements under Regulation A are more relaxed than for “emerging growth companies” under the Exchange Act. The differences include, but are not limited to, being required to file only annual and semi-annual reports, rather than annual and quarterly reports. Annual reports are due within 120 calendar days after the end of the issuer’s fiscal year, and semi-annual reports are due within 90 calendar days after the end of the first six months of the issuer’s fiscal year.

Results of Operations

Years Ended December 31, 2023 and 2022

The following table sets forth key components of our results of operations during the year ended December 31, 2023 and for the period from June 23, 2022 (inception) to December 31, 2022.

Revenue

Revenue for the year ended December 31, 2023 was $42,241 and was due to the assembly and testing of antennas for a customer. We had no revenue for the period from June 23, 2022 (inception) to December 31, 2022.

Operating Expenses

Our total operating expenses of $5,957,364 for the year ended December 31, 2023 were mainly due to research and development expenses, payroll compensation and benefits, marketing expenses, and professional services provided to the Company. Our total operating expenses of $287,111 for the period from June 23, 2022 (inception) to December 31, 2022 were mainly due to management consultant fees and research and development expenses.

Loss From Operations

Our loss from operations of $5,928,925 for the year ended December 31, 2023 was mainly due to research and development expenses, payroll compensation and benefits, marketing expenses, and professional services provided to the Company. Our loss from operations of $287,111 for the period from June 23, 2022 (inception) to December 31, 2022 was mainly due to management consultant fees and research and development expenses.

Net Loss

Our net loss of $5,921,731 for the year ended December 31, 2023 was mainly due to research and development expenses, payroll compensation and benefits, marketing expenses, and professional services provided to the Company. Our net loss for the period from June 23, 2022 (inception) to December 31, 2022 was mainly due to general and administrative expenses relating to management consultant fees, research and development expenses and impairment of goodwill associated with the acquisition of EdWare.

EdWare LLC – Year Ended December 31, 2022

The following table sets forth key components of EdWare’s results of operations during the year ended December 31, 2022.

Revenue

EdWare had no revenue for the year ended December 31, 2022.

Operating Expenses

EdWare’s total operating expenses of $6,834 for the year ended December 31, 2022 were mainly due to research and development expenses.

Loss From Operations

EdWare’s loss from operations of $6,834 for the year ended December 31, 2022 was mainly due to research and development expenses.

Other Income (Expense)

EdWare’s total other expenses of $28,848 for the year ended December 31, 2022 were mainly due to non-cash payment received for research and development expenses.

Net Income

EdWare’s net income of $22,014 for the year ended December 31, 2022 was mainly due to the decrease in operating expenses relating to research and development expenses and non-cash payment received for research and development expenses.

Liquidity and Capital Resources

As of December 31, 2023, we had a consolidated cash balance of $2,267,956. As of December 31, 2022, the Company had cash of $832,638 and EdWare had cash of $0. To date, we have financed our operations primarily through revenue generated from sales of our securities.

Management has prepared estimates of operations and believes that sufficient funds will be generated from operations and equity financings to fund our operations and to service our debt obligations for at least the next twelve months. From October 2022 to February 2024, we raised $6,703,525 in private placements of shares of our Class A Common Stock. If we are unable to raise the additional funds, our currently available cash resources will be sufficient to fund our operations for at least the next six months. In the future, we may require additional cash resources due to changing business conditions, implementation of our strategy to expand our business, or other investments or acquisitions we may decide to pursue. If our own financial resources are insufficient to satisfy our capital requirements, we may seek to sell additional equity or debt securities or obtain additional credit facilities. The sale of additional equity securities could result in dilution to our shareholders. The incurrence of indebtedness would result in increased debt service obligations and could require us to agree to operating and financial covenants that would restrict our operations. Financing may not be available in amounts or on terms acceptable to us, if at all. Any failure by us to raise additional funds on terms favorable to us, or at all, could limit our ability to expand our business operations and could harm our overall business prospects.

The impact of COVID-19 on our business has been considered in these assumptions; however, it is too early to know the full impact of COVID-19 or its timing on a return to more normal operations.

The accompanying consolidated financial statements have been prepared on a going concern basis under which we are expected to be able to realize our assets and satisfy our liabilities in the normal course of business.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern. However, our independent registered public accounting firm has expressed substantial doubt as to our ability to continue as a going concern. While we had cash of $2,267,956 and $832,638 as of December 31, 2023 and 2022, respectively, we had revenue of $42,241 and a net loss of $5,921,731 for the year ended December 31, 2023 and no revenue and a net loss of $337,111 for the period from June 23, 2022 (inception) to December 31, 2022. As a result, there is substantial doubt about our ability to continue as a going concern.

Our ability to continue as a going concern is dependent upon our ability to generate profitable operations in the future and/or obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. Management has plans to seek additional capital through securities offerings, including this offering, private equity offerings, debt financings, and government or other third-party funding. These plans, if successful, will mitigate the factors which raise substantial doubt about our ability to continue as a going concern.

However, the sale of additional equity securities could result in dilution to our shareholders. The incurrence of indebtedness would result in increased debt service obligations and could require us to agree to operating and financial covenants that would restrict our operations. Financing may not be available in amounts or on terms acceptable to us, if at all. Any failure by us to raise additional funds on terms favorable to us, or at all, could limit our ability to expand our business operations and could harm our overall business prospects.

Debt

As of the date of this offering circular, we have not incurred any debt.

Summary of Cash Flow

The following table provides detailed information about our net cash flow for all financial statement periods presented in this offering circular.

Years Ended December 31, 2023 and 2022

The following table sets forth key components of the Company’s cash flow during the year ended December 31, 2023 and for the period from June 23, 2022 (inception) to December 31, 2022.

To date, the Company has financed its operations primarily through the sale of its Class A Common Stock.

Net cash used in operating activities was $2,711,351 for the year ended December 31, 2023 and $233,709 for the period from June 23, 2022 (inception) to December 31, 2022. For the year ended December 31, 2023, net cash used in operating activities resulted from stock issued for services of $1,500,936, options issued for services of $1,310,864, warrants issued for private placements of $237,046, depreciation and amortization of $21,583, notes receivable of $40,000, interest receivable of $3,112, deposits of $7,270, accounts payable and accrued liabilities of $13,648, and accounts payable and accrued liabilities, related party $166,362, offset by decreases in prepaid expenses of $6,999 and ROU, net of $3,324. For the period from June 23, 2022 (inception) to December 31, 2022, net cash used in operating activities resulted from non-cash expense associated with stock to be issued in the amount of $4,711, an increase in accounts payable of $114,024 and a decrease in prepaid expenses of $15,333.

Net cash used in investing activities was $201,989 for the year ended December 31, 2023, and $8,653 for the period from June 23, 2022 (inception) to December 31, 2022. For the year ended December 31, 2023, net cash used in investing activities resulted from the purchase of intangible assets in the amount of $200,000 and capital equipment of $1,989. For the period from June 23, 2022 (inception) to December 31, 2022, net cash used in investing activities resulted from the purchase of capital equipment.

Net cash provided by financing activities was $4,348,658 for the year ended December 31, 2023, and $1,075,000 for the period from June 23, 2022 (inception) to December 31, 2022, and resulted from the sale of Class A Common Stock.

EdWare LLC - EdWare had no cash flow activities during the year ended December 31, 2022.

Contractual Obligations

During the fiscal years ended December 31, 2023 and 2022, we had contractual obligations associated with management consultants in which we paid out $1,002,669 and $194,800, respectively.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Critical Accounting Policies

This discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). The preparation of these financial statements requires us 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 expenses incurred during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. While our significant accounting policies are described in more detail in the notes to our financial statements included elsewhere in this offering circular, we believe that the following accounting policies are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving management’s judgments and estimates. We believe our most critical accounting policies and estimates relate to the following:

Principles of Consolidation

The Company’s consolidated financial statements and related notes include all the accounts of the Company and its wholly owned subsidiaries. They have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”). All intercompany transactions have been eliminated in consolidation.

Revenue Recognition

The Company had revenue of $42,241 and $0 for the years ended December 31, 2023 and 2022, respectively.

Income Taxes

No federal income taxes were owed for the years ended December 31, 2023 and 2022.

CORPORATE HISTORY AND STRUCTURE

Our Corporate History

Our company was incorporated on June 23, 2022, under the laws of the State of Nevada. On August 5, 2022, in accordance with our amendment of the articles of incorporation, our authorized capital stock changed from 110,000,000 shares, consisting of (i) 100,000,000 shares of Class A Common Stock, $0.001 par value and (ii) 10,000,000 shares of preferred stock, $0.001 par value to 210,000,000 shares, consisting of (i) 200,000,000 shares of Common Stock, $ 0.001 par value per share, of which 196,400,000 shares are designated as “Class A Common Stock”, $0.001 par value per share, and 3,600,000 shares are designated as “Class B Common Stock”, $0.001 par value per share; and (ii) 10,000,000 shares of Preferred Stock, $0.001 par value per share. On December 30, 2022, our company entered into an agreement with EdWare LLC and Mazhar Hussain to purchase 100% of the membership interests of EdWare LLC. As a result, EdWare LLC became our wholly owned subsidiary.

On August 5, 2022, we issued 3,600,000 shares of Class B Common Stock in connection with the amendment to the articles of incorporation of the Company, at an issue price of $0.001 per share, for a total consideration of $3,600. All of the shares were sold to members of our board of directors, executive officers or their affiliates and beneficial owners of more than 5% of our outstanding capital stock, in reliance upon (i) the exemption contained in Section 4(a)(2) of the Securities Act, and Rule 506(b) of Regulation D promulgated thereunder, and applicable state securities laws, or (ii) the provisions of Regulation S promulgated under the Securities Act.

The following table presents the amounts of Class B Common Stock issued and aggregate purchase prices paid by the members of our board of directors, executive officers or their affiliates and beneficial owners of more than 5% of our outstanding capital stock. The terms of these purchases were the same for all purchasers of our Class B Common Stock.

On August 8, 2022, Mohammad Ansari, our former director, transferred 1,000,000 shares of Class B Common Stock to Basestones, Inc.

On August 8, 2022, we issued 5,100,000 shares of our Class A Common Stock to Cytta Corporation as part of the consideration for the worldwide, perpetual and exclusive license agreement with Cytta Corporation. We did not receive any proceeds from the issuance.

On October 1, 2022 and October 6, 2022, we entered into restricted stock award agreements to issue an aggregate of 731,834 shares of our Class A Common Stock to consultants for services rendered, including 291,000 shares to Joshua Cryer, our Chief Executive Officer and President and 145,000 shares to John Dames, our Chief Technology Officer. We issued these shares through our transfer agent on January 15, 2023. We did not receive any proceeds from the issuance.

From October 2022 to June 2023, we conducted multiple closings of a private placement offering of shares of our Class A Common Stock and entered into certain subscription agreements with a number of accredited investors as defined in Section 2(a)(15) of the Securities Act, and Rule 501 promulgated thereunder, in reliance upon the exemption contained in Section 4(a)(2) of the Securities Act, and Rule 506(b) of Regulation D promulgated thereunder, and applicable state securities laws. Pursuant to the agreements, we issued 865,880 shares of Class A Common Stock at $2.50 per share.

On November 4, 2022, we entered into a stock purchase agreement with Boustead Securities to purchase 1,000,000 shares of our Class A Common Stock for an aggregate purchase price of $1,000. We issued these shares through our transfer agent on November 23, 2022.

On January 1, 2023, we issued stock options for the purchase of 291,000 shares of Class A Common Stock, at an exercise price of $1.00, to Joshua Cryer, our Chief Executive Officer and President, and 145,000 shares of Class A Common Stock, at an exercise price of $1.00, to John Dames, our Chief Technology Officer, under the 2022 Plan.

On February 15, 2023, we issued stock options for the purchase of an aggregate of 150,000 shares of Class A Common Stock, at an exercise price of $1.00, to consultants for services rendered, including 100,000 shares to James Creamer, our former Chief Financial Officer, under the 2022 Plan.

On February 24, 2023, we issued stock options for the purchase of an aggregate of 200,000 shares of Class A Common Stock, at an exercise price of $1.00, to consultants for services rendered, under the 2022 Plan.

On March 31, 2023, we issued an aggregate of 60,000 shares of our Class A Common Stock to consultants for services rendered. We did not receive any proceeds from the issuance.

On May 1, 2023, we issued stock options for the purchase of an aggregate of 50,000 shares of Class A Common Stock, at an exercise price of $1.00, to consultants for services rendered, under the 2022 Plan.

On May 22, 2023, Michael Collins, our former President, Treasurer and director, cancelled his 1,600,000 shares of Class B Common Stock in exchange for 200,000 shares of Class A Common Stock.

On June 14, 2023, we issued a stock option for the purchase of 412,000 shares of Class A Common Stock, at an exercise price of $1.00, to Joshua Cryer, our Chief Executive Officer and President, under the 2022 Plan.

On June 15, 2023, we issued 300,000 shares of our Class A Common Stock to a consultant for services rendered. We did not receive any proceeds from the issuance.

On June 29, 2023, we issued a stock option for the purchase of 25,000 shares of Class A Common Stock, at an exercise price of $1.00, to a consultant for services rendered, under the 2022 Plan.

On June 30, 2023, we issued stock options for the purchase of an aggregate of 75,000 shares of Class A Common Stock, at an exercise price of $1.00, to consultants for services rendered, under the 2022 Plan.

On July 1, 2023, we issued a stock option for the purchase of 12,000 shares of Class A Common Stock, at an exercise price of $1.00, to a consultant for services rendered, under the 2022 Plan.

From September 2023 to February 2024, we conducted multiple closings of a private placement offering of shares of our Class A Common Stock and entered into certain subscription agreements with a number of (i) accredited investors as defined in Section 2(a)(15) of the Securities Act, and Rule 501 promulgated thereunder, in reliance upon the exemption contained in Section 4(a)(2) of the Securities Act, and Rule 506(b) of Regulation D promulgated thereunder, and applicable state securities laws or (ii) non-U.S. persons made in compliance with the provisions of Regulation S promulgated under the Securities Act. Pursuant to the agreements, we issued 1,815,530 shares of Class A Common Stock at $2.50 per share for a total of $4,538,825. Boustead Securities, who is acting as one of the Lead Selling Agents in this offering, acted as the placement agent in the private placements. Pursuant to our engagement letter agreement with Boustead Securities, in addition to payments of a success fee of $408,494.25, or 9% of the total purchase price of the shares sold in the private placements, and a non-accountable expense allowance of $45,388.25, or 1% of the total purchase price of the shares sold in the private placements, we agreed to issue Boustead Securities five-year warrants to purchase up to 127,085 shares of Class A Common Stock in aggregate, exercisable on a cashless basis, with an exercise price of $2.50 per share, subject to adjustment. On March 13, 2024, we entered into a warrant cancellation agreement with Boustead Securities, pursuant to which they agreed to forfeit these warrants.

On September 27, 2023, we issued 40,000 shares of our Class A Common Stock pursuant to a marketing agreement for services rendered. We did not receive any proceeds from the issuance.

On October 1, 2023, we issued stock options for the purchase of an aggregate of 112,000 shares of Class A Common Stock, at an exercise price of $1.00, to consultants for services rendered, under the 2022 Plan.

On December 1, 2023, we issued a stock option for the purchase of 6,000 shares of Class A Common Stock, at an exercise price of $1.00, to a consultant for services rendered, under the 2022 Plan.

On January 1, 2024, we issued stock options for the purchase of an aggregate of 314,000 shares of Class A Common Stock, at an exercise price of $1.00, under the 2022 Plan, as follows: (i) David Horton, the Company’s Chief Operating Officer and President of Reticulate Space, received a stock option to purchase 12,000 shares of Class A Common Stock; (ii) Eduardo Martinez, the Company’s Chief Commercial Officer and Chief of Staff, received a stock option to purchase 12,000 shares of Class A Common Stock; (iii) Paul Scardino, the Company’s Executive Vice President of Sales and Chief Strategy Officer of Reticulate Space, received a stock option to purchase 120,000 shares of Class A Common Stock; (iv) Mark Steel, the Company’s Executive Vice President of Products and Services and Chief Technology Officer of Reticulate Space, received a stock option to purchase 120,000 shares of Class A Common Stock; and (v) an employee received a stock option to purchase 50,000 shares of Class A Common Stock.

On March 1, 2024, we issued a stock option for the purchase of 350,000 shares of Class A Common Stock, at an exercise price of $1.00, to Amit Shrestha, our Chief Financial Officer, under the 2022 Plan.

On April 1, 2024, we issued 10,000 shares of our Class A Common Stock to Bevilacqua PLLC as partial payment for legal services.

On May 3, 2024, we issued 40,000 shares of our Class A Common Stock pursuant to a marketing agreement for services rendered.

On May 14, 2024, we conducted a private placement of shares of our Class A Common Stock and entered into certain subscription agreements with a number of (i) accredited investors as defined in Section 2(a)(15) of the Securities Act, and Rule 501 promulgated thereunder, in reliance upon the exemption contained in Section 4(a)(2) of the Securities Act, and Rule 506(b) of Regulation D promulgated thereunder, and applicable state securities laws or (ii) non-U.S. persons made in compliance with the provisions of Regulation S promulgated under the Securities Act. Pursuant to the agreements, we issued 160,000 shares of Class A Common Stock at $2.50 per share for a total of $400,000. Boustead Securities, who is acting as one of the Lead Selling Agents in this offering, acted as the placement agent in the private placements. Pursuant to our engagement letter agreement with Boustead Securities, as amended, in addition to payments of a success fee of $18,000, or 4.5% of the total purchase price of the shares sold in the private placements, and a non-accountable expense allowance of $2,000, or 0.5% of the total purchase price of the shares sold in the private placements, we agreed to issue Boustead Securities five-year warrants to purchase up to 5,600 shares of Class A Common Stock in aggregate, exercisable on a cashless basis, with an exercise price of $2.50 per share, subject to adjustment.

Organizational Structure Following this Offering

The following diagram depicts our organizational structure following the completion of this offering. This diagram includes our current shareholders of Class A Common Stock, as a group, our controlling shareholders of Class B Common Stock and the shareholders that will receive shares of Class A Common Stock in this offering, as a group. The Class A Common Stock and Class B Common Stock holdings of these shareholders is also depicted. The shares of Class A Common Stock held by shareholders as a result of this offering is based on the estimated offering price of $3.50 per Unit.

BUSINESS

Overview

Reticulate Micro is a technology company focusing on developing, marketing, and delivering video-compression-based software and hardware products, built on our proprietary and patented Video Assured Secure Transmission (VAST) video compression coding and decoding algorithms and methodologies. Reticulate Micro’s primary business focus is the development and delivery of resilient and secure internet communications technologies (ICTs) that enhance customer experiences with high-quality and low-latency video. Our core product line of video encoder appliances and virtual management appliances are designed to function in austere, industrial, and virtual environments to deliver highly reliable streaming video and situational awareness, with wieldiness and ease of use for non-technical customers. Our goal is to deliver unquestionably secure video content at the highest possible quality to meet customers’ needs for trustworthy and verifiable high-definition video.

Our primary business focus is the development and delivery of resilient and secure internet communications technologies (ICTs) that enhance customer experiences with high-quality and low-latency video. We achieve this by providing video streaming technologies, platforms, and services that utilize our proprietary VAST compression methodologies, our VISION OS, and our deep bench of industry expertise. Our technology platform offering centers on enabling the advancement of content-aware video coding and transport-aware distribution, scene and object detection for computer vision, virtual education delivery, the optimization of video distribution, and enhancing the trustworthiness of video to counter deepfake technologies. RM VISION OS enhances the implementation and use of our VAST-enabled appliances by providing remote provisioning, configuration, and management. We also provide support services that include consulting, installation support, training, bespoke systems design, integration, assembly, and testing. We have created a secure video, audio, and information-sharing platform ecosystem founded on our core intellectual property that delivers meaningful solutions to real world problems. Our technology will assure the creation, distribution, and delivery of higher quality video content anywhere and at any time.

Our secondary business focus is the virtual training and education platform from our subsidiary, EdWare LLC, which is designed to help educate individuals and organizations with short lessons and lectures built on content sourced from top universities, content creation companies, and subject matter experts (SMEs) from across the world. The EdWare platform integrates RM VAST and ICP technologies into an experience ecosystem that is optimized to function on laptops and cellular phones, enabling secure and ubiquitous learning, testing, certification, and licensing activities. The Company’s approach to learning delivery considers the need to continuously revamp content to tightly align learning objectives, assessments, and instructions with corporate and institutional strategies and goals. EdWare maintains the Company’s competitive edge and relevance by executing the Company’s deep learning approach with its teaching, testing, and assessment feedback process, and then delivering the content at the highest-quality and security possible.

EdWare’s platform and strategic relationships play a crucial role in shaping the Company’s future success. As a virtual training and education platform, EdWare has fostered an extensive network of collaborators and partners, which will prove invaluable as the Company continues to expand its technological offerings into new products and services. Given that EdWare’s platform seamlessly incorporates these technologies, it serves as a prime test case for demonstrating how our innovations can integrate into existing products and services, thereby stimulating greater adoption of our technologies. Furthermore, EdWare’s platform serves as a powerful tool for training and educating both current and potential customers about our suite of products and services.

While we are currently utilizing the EdWare platform internally, we have begun development on the Viator platform, an advancement of the EdWare platform, which we expect to bring to market in late 2024. The name Viator, which derives from the Latin word for learner, symbolizes our steadfast dedication to equipping students across the world with next-generation skills. The main elements of Vision OS and the EdWare platform are being combined to create the Viator platform, and due to this fusion, we believe the Viator platform will possess qualities that are essential for the constantly changing digital environment, such as security, modularity, scalability, data management, and improved video efficiency. Security is crucial in the age of deep fakes and quantum computing, and we believe that by strengthening the EdWare platform with cutting-edge security measures, the Viator platform takes this problem head-on and ensures the integrity and validity of educational information. These improvements will protect sensitive data and crucial processes as we turn toward the defense industry.

Additionally, the Viator platform’s emphasis on video encoding efficiency and effectiveness enhances video clarity even across restricted networks allowing users to connect in smooth, high-quality video conversations regardless of location or network constraints. Considering the growing emphasis on virtual learning and communication, we believe this will be a game-changer in the educational software market. Additionally, we expect the Viator platform to provide the unique ability to audit and analyze user encounters with unmatched detail, security, and video clarity, allowing instructors to learn more about the behavior and performance of their students. We believe this could also be utilized in commercial applications that let companies improve user experiences and customize their goods and services based on precise user interaction data. With the Viator platform, we aim to empower learners, safeguard sensitive information, and enhance our connection and engagement in a rapidly evolving digital world.

Our third and recently emerging business focus is satellite communications support and technology development. We have established Reticulate Space as a distinct business segment of the Company with a dedicated profit and loss center structure. Our Chief Operating Officer, David Horton, will assume a new additional role as the President of Reticulate Space, reporting directly to Joshua Cryer, the President and Chief Executive Officer of Reticulate Micro. Reticulate Space is founded on a satellite communications (SATCOM)-focused product offering based on our VISION OS platform, Virtual Engineering for Satellite Performance Enhancement and Resourcing (VESPER).

VESPER is designed to address several SATCOM management deficiencies, resolving issues of inadequate control and security. VESPER simplifies network complexity and administration with a single pane of glass displaying all the information, including fundamental health, metrics and position data across operational networks and terminals with the option to drill down and view subcomponent health. VESPER centrally monitors, manages, controls and directs resources where operators can exert precise control and access to terminals and resource allocation. With double-ratchet encryption and a path for quantum-resistant encryption, VESPER securely expands management reach and range with a scalable solution capable of accommodating configurations of thousands of terminals across enterprise networks, whether on-premises or in cloud, fog or mist architectures.

Since VESPER is built on VISION OS, and integrates with existing third-party technologies, the timelines associated with product development are significantly decreased. We expect a fully demonstrable capability by the end of the third quarter of 2024. We believe this is timely, as market demand for this capability is increasing as large corporations, the United States Department of Defense, and international Ministries of Defense wrestle with the management of proliferated low earth orbit (P-LEO) satellite communications networks, connections from consolidated geosynchronous (GEO) network providers, and terrestrial networks. The United States Navy, United States Army, and NATO have large, funded programs in various phases of information requests, proposal requests, and planning that center on this issue. VESPER is designed to meet the requirements of these programs. On the commercial side, VESPER is designed to be equally applicable to corporations like energy infrastructure suppliers, the cruise ship industry, and global maritime transporters that are employing satellite communications to counter disconnected, intermittent and limited (DIL) communications environments.

Additionally, we expect Reticulate Space will address terminal deficiencies in the satellite communications market, where customers require the ability to seamlessly transition between satellite service provider networks that operate in multiple orbital regimes and employ a multitude of satellite modem technologies. We believe current market solutions are either unable to meet this specific demand set or do so poorly. Reticulate Space has established key relationships with emerging and established technology providers with various exclusivity levels to develop unique integrated satellite terminal management technologies designed to exceed customer requirements and expectations. To this end, Reticulate Space is building an executive and engineering leadership team comprised of well-known and pedigreed veterans of the satellite communications market. Reticulate Space’s vertical market focus encompasses land mobile, maritime and aero defense and commercial use cases. Within defense, we see VESPER having immediate utility for military personnel in communications-on-the-move and communications-on-the-walk scenarios.

Our Background

Reticulate Micro was incorporated on June 23, 2022, under the laws of the State of Nevada. Reticulate Micro is located in Las Vegas, Nevada, with offices in Palm Bay Florida. Since 2022, RM has focused on developing, marketing, and delivering video-compression-based software and hardware products, built on our proprietary and patented Video Assured Secure Transmission (VAST) video compression coding and decoding algorithms and methodologies. Our technology platform offering centers on enabling the advancement of content-aware video coding and transport-aware distribution, scene and object detection for computer vision, virtual education delivery, the optimization of video distribution, and enhancing the trustworthiness of video to counter deepfake technologies.

RM’s primary business focus is the development and delivery of resilient and secure internet communications technologies (ICTs) that enhance customer experiences with high-quality and low-latency video. RM achieves this by providing video streaming technologies, platforms, and services that utilize our proprietary VAST compression methodologies, our VISION OS, and our deep bench of industry expertise. Our core product line of video encoder appliances and virtual management appliances are designed to function in austere, industrial, and virtual environments to deliver highly reliable streaming video and situational awareness, with wieldiness and ease of use for non-technical customers. RM VISION OS enhances the implementation and use of our VAST-enabled appliances by providing remote provisioning, configuration, and management. RM also provides support services that include consulting, installation support, training, bespoke systems design, integration, assembly, and testing.

RM has created a secure video, audio, and information-sharing platform ecosystem founded on our core intellectual property that delivers meaningful solutions to real world problems. Our technology will assure the creation, distribution, and delivery of higher quality video content anywhere and at any time. Our highest goal is to deliver unquestionably secure video content at the highest possible quality to meet customers’ needs for trustworthy and verifiable high-definition video.

Our Historical Performance

The Company’s independent registered public accounting firm has expressed substantial doubt as to the Company’s ability to continue as a going concern. While we had cash of $2,267,956 and $832,638 as of December 31, 2023 and 2022, respectively, we had revenue of $42,241 and a net loss of $5,921,731 for the year ended December 31, 2023 and no revenue and a net loss of $337,111 for the period from June 23, 2022 (inception) to December 31, 2022. We estimate that we will be able to conduct our planned operations using currently available capital resources for the next six months. We will seek to fund our operations through securities offerings, including this offering, private equity offerings, debt financings, and government or other third-party funding. However, the Company may not be able to raise adequate funds for capital expenditures, working capital and other cash requirements from capital markets on acceptable terms, or at all. Advances from an officer or stockholder may likewise be unavailable. The Company’s failure to raise capital as and when needed and generate significantly higher revenues than operating expenses to achieve profitability would impact its going concern status and would have a negative impact on its financial condition and its ability to pursue its business strategy and continue as a going concern. For further discussion, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Going Concern”.

Industry Overview

The demand for robust and widespread connectivity and access to real-time video and data is surging in response to the need for more resilient, jam-resistant communications in the face of rising geopolitical threats. The defense industry has traditionally been dominated by geosynchronous orbit (GEO) satellite communications connectivity from large prime contractors with proprietary capabilities, where systems don’t talk to each other or run on the same piece of hardware. Now the defense and commercial communications industries are entering a golden era of democratized space, where satellite and ground systems are more accessible, smaller and more capable. Major satellite operators are consolidating their networks to deliver multi-orbit connectivity to ensure troops have seamless access to satellites in various orbits to avoid single points of failure. The industry also is seeing explosive growth in drone technology and growing reliance on commercial satellites to get video and imagery faster for timely intelligence.

RM is strategically positioned to influence and shape the defense segment of the global video streaming infrastructure market, which is expected to grow at a compound annual growth rate (CAGR) of 18.3% from 2023 to 2028 (MarketsandMarkets Research, Video Encoders Market by Number of Channel (1-Channel, 2-Channel, 4-Channel, 8-Channel, 16-Channel, more than 16-Channel), Type (Standalone, Rack-mounted), Application (Broadcasting, Surveillance) and Geography – Global Forecast to 2027, August 2022). The defense market’s video encoder and content delivery network industry operate at the heart of global operations where high-quality, low-latency video feeds are vital for tactical and strategic actions. The introduction of deep fakes in this environment creates a new set of difficulties that are needed for sophisticated video authentication methods. These encoders have complex methods to authenticate video authenticity and guard against subtle fake modifications in addition to converting raw video into effectively transmittable and storable forms. The potential of the sector is being drastically altered by the introduction of 5G and the expansion of affordable global satellite connectivity. The availability of high-bandwidth, low-latency real-time video streaming is made possible by these technical developments, which increases the demand for advanced video encoders. This evolution underscores the increasingly critical role of secure, resilient, and high-speed video encoders and content delivery platform within the defense industry’s global operational context.

Industry Trends. Over the past ten years, the defense video streaming market—which is supported by infrastructure products and services—has undergone substantial development and expansion. The demand for real-time, high-quality video for defense operations, the widespread availability of high bandwidth networks made possible by tactical on-the-go satellite communications (SATCOM) technologies, the shift to media distribution in the consumer space, and the consequent decline in media consumption over traditional linear infrastructure like cable, consumer satellite television, and free-to-air transmission were the initial factors that sparked the growth of the video streaming market. The following trends, we feel, are currently having the most effects on the live streaming business across all industries, from capture and production through distribution and delivery:

Our Products and Services

RM Hardware: Encoder Appliances and Associated Systems. Our first generation of VAST video encoder appliances are modular in design to deliver a premium and bespoke product at value pricing. Customers only pay for the features that are required above our baseline offering. VAST appliances are designed to operate in the most austere conditions, ensuring reliable and secure communications and video delivery in the most challenging scenarios.

The RM encoder appliances will be comprised of commercial and military specification variants. These products will be delivered in three phases, between July 2023 and August 2025:

RM Hardware: Satellite Terminals and Associated Systems. We have secured strategic relationships with companies that design and develop satellite terminal technologies, with exclusivity to apply these technologies in specific markets. Under Reticulate Space, we have a strategic plan to develop satellite terminal management technologies that will enable simultaneous connectivity to multiple satellites operating in multiple orbital regimes and configured to operate in multiple frequency bands. These integrated terminals will be managed by the VESPER platform, a derivative of VISION OS.

Since VESPER is built on VISION OS, and integrates with existing third-party technologies, the timelines associated with product development are significantly decreased. We expect a fully demonstrable capability by the end of the third quarter of 2024. We believe this is timely, as market demand for this capability is increasing as large corporations, the United States Department of Defense, and international Ministries of Defense wrestle with the management of proliferated low earth orbit (P-LEO) satellite communications networks, connections from consolidated geosynchronous (GEO) network providers, and terrestrial networks. The United States Navy, United States Army, and NATO have large, funded programs in various phases of information requests, proposal requests, and planning that center on this issue. VESPER is designed to meet the requirements of these programs. On the commercial side, VESPER is designed to be equally applicable to corporations like energy infrastructure suppliers, the cruise ship industry, and global maritime transporters that are employing satellite communications to counter disconnected, intermittent and limited (DIL) communications environments.

Our approach combines high technology readiness level (TRL) technologies in unique and unprecedented configurations. Like our VAST video encoding technology, our satellite terminal technology offerings are designed to help terminals operate in the most austere conditions, ensuring reliable and secure communications and video delivery in the most challenging scenarios.

Reticulate Space will integrate commercial and military SATCOM technologies aligned to the most advanced industry offerings. This approach creates dual-use communications technologies that bolster our supply chain availability and improve the value proposition for our defense customers. A breakdown of our strategy is as follows:

RM Software: Cloud Management Platform and Feature Licensing. We relaunched the sales of RM Software in October 2022. RM Software includes a wide variety of options to enhance video, voice, and data delivery that are based on RM VAST technology. The software platform takes the same approach to modularity as our RM appliance product lines. Customers can determine the number of feature sets needed to meet their needs, with options that include (but are not limited to):

RM Support Services: Installation, Training, and Systems Design and Integration. We offer customer support services to enhance the value of RM hardware and software offerings. These support services include:

RM Assembly: Third-Party Assembly. We provide assembly for external firms. We use recognized processes and procedures for maintaining product quality assurance, assuring we meet customer and stakeholder needs within statutory and regulatory requirements related to product and service delivery. We are in the process of pursing ISO 9001 certification, to prove our ability to consistently provide products and services that meet our customer and regulatory requirements.

RM Testing: Testing for Conformance. We ensure that everything we produce meets customer performance specifications. Where required, RM hardware and software is designed to meet MIL-STD and NATO STANAG specifications and use certified third-party labs for full conformance testing. Our Florida campus is equipped with a small RF testing chamber for antenna testing, focusing on narrow-band antenna technologies.

COVID-19 Pandemic

On March 11, 2020, the World Health Organization declared the novel coronavirus COVID-19 a global pandemic and recommended containment and mitigation measures worldwide. Since our founding, we have been a highly efficient remote-first company, which has been able to continue to function as normal even with pandemic-related stay at home orders and other regulations. We have also exploited certain trends related to the COVID-19 pandemic, including its acceleration of global growth in virtual services. However, the COVID-19 pandemic has adversely impacted global economic activity and has contributed to significant volatility and negative pressure in financial markets. The resulting global deterioration in economic conditions and financial volatility may have an adverse impact on discretionary consumer spending or investing, could also impact our business and demand for our services.

For more information on the impacts of COVID-19 on our business and related risks, please refer to the sections entitled “Risk Factors – The COVID-19 pandemic may cause a material adverse effect on our business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. We cannot predict the extent to which the ongoing COVID-19 pandemic or related regulatory activity or legislative may impact us.

Our Market Opportunity and Customers

Our initial business focus is on the Defense, Non-Government Organization (NG), and Public Safety sectors. We are positioned to grow our unique technologies into the commercial sector, as our core offerings transition from a software-based technology platform to our application specific integrated circuit (ASIC) offering. As of the date of this offering circular, we have no customers.

Sales, Marketing and Customer Acquisition

We have a robust sales and marketing strategy comprised of the following components:

Multi-Channel Marketing. We have blended multi-channel marketing and promotion strategies that include direct-email, direct mail, information subscriptions, video advertising, tradeshow attendance, training events, front-line support influence, and live demonstrations. This blend of pull and push marketing ensures that we take advantage of every opportunity to inform our customers about RM capabilities and solutions, while pulling in their requirements to better inform our product strategy.

Values Added Reseller Product Placement. We see great value in establishing Value Added Reseller (VAR) agreements with firms that have extant relationships with our customer base, typically in the form of recompeted, omni-bus, or framework contracts. We have a pricing strategy that includes Manufacturer Suggested Retail Price (MSRP), VAR Pricing, and tiered bulk discounts based on order numbers that are negotiable based on target markets and VAR past performance. We value VAR relationships, where market goals are aligned and complementary.

Strategic Opportunity Identification. A key aspect of our overall marketing strategy is our method of qualifying our opportunities. All our opportunities are filtered through our three initial questions:

The other two primary considerations are funding availability and customer need. We only make products that meet customer needs – if a customer truly needs a capability, they will also have funding for it. When targeting opportunities, the intersecting crosshairs of customer need and customer funding are our tools of opportunity identification and qualification.

Customer Research and Development Funding. Another vector of our marketing strategy is to exploit research and development efforts that provide non-dilutive funding. These situations can be optimal because they foster collaborative customer buy-in, provide clear communications of customer needs, and help mature prototype technologies into fieldable products that are then purchased by customers.

Competition

In the defense video encoder market, several key competitors offer video encoding solutions tailored for the specific requirements of the defense industry. These competitors have established themselves as prominent players, and their solutions compete with our proprietary implementation of AV-1. The top five market competitors in the defense video encoder market are as follows:

While these companies pose competition in the industry, we believe that our proprietary implementation of AV-1, a patented approach for low-latency encoding for computer vision, combined with our unique features and strategic partnerships, positions us favorably to capture a significant share of the defense video encoder market.

We believe the military satellite terminal management market is emerging and highly desired due to the primary defense customer groups’ current reliance on inadequate, dated legacy management systems that are not interoperable. This challenge crosses both commercial and defense applications. By using proprietary systems, customers are locked into those systems and cannot easily integrate with emerging technologies. The top market competitors in the military satellite terminal management market are as follows:

While the companies in this market are distinguished by their expertise in creating satellite management technologies that can operate in various challenging scenarios, we believe they are not fully aligned to open-source approaches, which has been identified as a key priority for defense customers. Reticulate Space embraces this architecture, enabling customers to integrate legacy systems with complementary product offerings.

Our Strengths

We believe that we have competitive strengths, some of which are discussed below, that position us favorably in each aspect of our business. We believe our key competitive strengths include the following:

Our Growth Strategies

The key elements of our strategy to expand our business include the following:

Intellectual Property

On August 8, 2022, the Company entered into a worldwide, perpetual and exclusive license agreement with Cytta Corporation, or Cytta, for its proprietary SUPR ISR (Superior Utilization of Processing Resources – Intelligence, Surveillance, and Reconnaissance) system, namely AI powered secure video compression technology that offers superior streaming in HD/4K/8K compared to open standard codecs, and delivers real-time compression of video streams for surface, airborne, and underwater ISR applications, including environments where video streams are transmitted beyond line-of-sight. In consideration of the license agreement, Cytta was issued 5,100,000 shares of our Class A Common Stock and will receive a royalty of five percent of net sales of licensed product revenues and licensed service revenues over a ten-year period.

On March 14, 2023, the Company completed an Intellectual Property Purchase Agreement for the purchase of US Patent No. 9,451,291 (Fast DWT-Based Intermediate Codec Optimized For Massively Parallel Architecture), issued on September 20, 2016, and the developed source code related to the patent. This patented technology will help the Company achieve higher functionality and an asymmetric performance advantage over competing technologies, supporting computer vision needs with maximum compression at extremely low latencies. The Company made a one-time payment of $200,000 for the patent.

The protection of our intellectual property and all corresponding rights throughout the world, including our trademarks, service marks, trade dress, logos, trade names, domain names, goodwill, patents, copyrights, works of authorship (whether or not copyrightable), software and trade secrets, know-how, and proprietary and other confidential information, together with all applications, registrations, renewals, extensions, improvements and counterparts in connection with any of the preceding, is essential to the success of our business. We will seek to protect our intellectual property rights by filing applications in various copyright, patent, trademark, and other government offices, as applicable, and relying on applicable laws and regulations in the U.S. and internationally, as well as a variety of administrative procedures. We are seeking to register our core brands as domain names, trademarks, and service marks in the U.S. and many other jurisdictions. We will also have a program to continue to secure, police, and enforce trademarks, service marks, trade dresses, logos, trade names, and domain names that correspond to our brands in markets of interest. We may file patent applications in the U.S. and extend them into international jurisdictions covering specific aspects of our proprietary technology and innovations. We also rely on contractual restrictions to protect our proprietary rights where appropriate when offering or procuring products and services. We have routinely entered into confidentiality, invention disclosure, assignment agreements with our employees and contractors, and non-disclosure agreements with external parties with whom we conduct business to control access to, and use and disclosure of, our proprietary information.

Human Capital

As of May 24, 2024, we had 18 full-time employees, no part-time employees, and 3 independent contractors. We expect to increase the number of employees and contractors over the course of next year as the Company ramps up its operations. None of our personnel are represented by labor unions, and we believe that we have an excellent relationship with everyone who works with us.

Seasonality

We do not experience significant seasonality in our sales cycle.

Facilities

On January 30, 2023, the Company signed a lease agreement for a 2,500 square foot office space located at 3255 Bayside Lakes Blvd SE, Palm Bay, FL 32909 to serve as the Company’s headquarters. The lease term is for three years and the monthly rent payment with common area maintenance charges and taxes is $4,215.

Legal Proceedings

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition, or operating results.

Government Regulation

We are subject to substantial governmental regulations affecting our business. These include, but are not limited to, data privacy and protection laws, regulations, policies and contractual obligations that apply to the collection, transmission, storage, processing and use of personal information or personal data, which among other things, impose certain requirements relating to the privacy and security of personal information. The variety of laws and regulations governing data privacy and protection, and the use of the internet as a commercial medium are rapidly evolving, extensive, and complex, and may include provisions and obligations that are inconsistent with one another or uncertain in their scope or application.

Numerous laws and regulatory schemes have been adopted at the national and state level in the United States, and in some cases internationally, that have a direct impact on our business and operations. For example:

The California Consumer Privacy Act (CCPA), which went into effect on January 1, 2020, provides consumers the right to know what personal data companies collect, how it is used, and the right to access, delete, and opt out of the sale of their personal information to third parties. It also expands the definition of personal information and gives consumers increased privacy rights and protections for that information. The CCPA also includes special requirements for California consumers under the age of 16. In addition, the European Union and United Kingdom have adopted the General Data Protection Regulation (GDPR), which likewise impose significant data protection obligations on enterprises, including limitations on data uses and constraints on certain uses of sensitive data. Effective January 1, 2023, we also became subject to the California Privacy Rights Act, which expands upon the consumer data use restrictions, penalties and enforcement provisions under the California Consumer Privacy Act, and Virginia’s Consumer Data Protection Act, another comprehensive data privacy law. Effective July 1, 2023, we will also become subject to the Colorado Privacy Act and Connecticut’s An Act Concerning Personal Data Privacy and Online Monitoring, which are also comprehensive consumer privacy laws. Effective December 31, 2023, we will also become subject to the Utah Consumer Privacy Act, regarding business handling of consumers’ personal data.

We operate in non-United States markets and are subject to the United States Foreign Corrupt Practices Act, or the FCPA, as well anti-corruption laws and regulations in other countries. These laws generally prohibit companies and their intermediaries from engaging in bribery or making other improper payments of cash (or anything else of value) to government officials and other persons in order to obtain or retain business. Our business operations also must be conducted in compliance with applicable economic sanctions laws and regulations, collectively, the Trade Controls, including rules administered by the United States Department of the Treasury’s Office of Foreign Assets Control, the United States Department of State, the United States Department of Commerce, the United Nations Security Council and other relevant authorities. The sale or supply of specific goods and services to nations, governments, individuals, or other entities that the U.S. has embargoed or sanctioned is restricted or prohibited by export control laws and economic sanctions laws, and certain encryption items must be exported with permission. Additionally, several nations have laws in place or are considering regulations that might limit our ability to import specific encryption technologies, including through import permits and licensing requirements.

As our technology has both commercial and defense uses, we closely adhere to U.S. Department of Defense (DoD) regulations, standards, and procurement rules. Given our expected sales to the U.S. federal government, we must comply with the Federal Acquisition Regulations (FAR), which intricately outline procurement processes and prerequisites for government contractors, and the Defense Federal Acquisition Regulation Supplement (DFARS), a supplementary framework addressing DoD acquisitions. Additionally, our engagement in software and data storage technologies necessitates the Cybersecurity Maturity Model Certification (CMMC), which is a mandatory standard for DoD contractors relating to safeguarding sensitive unclassified information. We believe our established processes ensure our compliance with the requisite cybersecurity benchmarks, ensuring that our contributions to defense remain technologically robust and secure. Lastly, as the reach of our technologies extends beyond U.S. borders, this potentially bringing us under the scope of the International Traffic in Arms Regulations (ITAR) since our technology derivatives might fall within the export and import parameters of defense-related articles and services listed on the United States Munitions List (USML). In such instances, strict customer vetting and licensing requirements will apply.

MANAGEMENT

Directors and Executive Officers

Set forth below is information regarding our directors and executive officers as of the date of this offering circular.

Michael Chermak has served as our Secretary and as a member of our board of directors since June 2022, as our Treasurer since October 2022, and as our Executive Chairman since November 2022. Mr. Chermak also served as our Vice President from June 2022 to June 2023. From May 2020 to January 2023, Mr. Chermak served as the Chief Administrative Officer at Cytta Corp (OTCQB: CYCA), a company that creates video/audio integration software with AI capability, advanced video compression, and portable/SaaS hardware/software systems that solve real-world problems in large markets. From April 2018 to April 2020, he served as a director at OZOP Surgical Corp (OTCQB: OZSC), a company that invents, designs, develops, manufactures and distributes innovative endoscopic instruments, surgical implants, instrumentation, devices and related technologies, focused on spine, neurological and pain management procedures and specialties, where he was also the Chief Executive Officer from June 2016 to February 2018. Previously, Mr. Chermak worked in China for over 6 years and was the former Chairman and Chief Executive Officer of Bridgetech Holdings International (OTC: BGTH), which focused on introducing Western medicine into China. He has also served on the Board of Directors and as an Audit Committee member of Beijing Origin Seed (NYSE American: SEED), a Chardan Capital SPAC. In 1998, Mr. Chermak was the co-founder, initial investor, and original Chairman of Medibuy.com, an Internet healthcare supply vendor. Medibuy raised over $140 million in its first 18 months of operation backed by Venture Capitalists such as Kleiner Perkins, Sequoia, Oak, and institutional investors including Alianz. Medibuy acquired the ecommerce initiatives of two leading GPOs, Premier and Columbia HCA, that at one time accounted for nearly 70% of healthcare product expenditures in the US. Medibuy was sold to GHX (Global Health Exchange), an ecommerce company founded by General Electric, Abbot, Baxter, Medtronic. Becton-Dickinson, Braun, Guidant, Tyco, Siemens, and others. Mr. Chermak was also the founder and Chief Executive Officer of Healthdemographics, Inc., a company in the healthcare predictive data and decision support business, with over 1,200 clients worldwide and was regularly sourced by the Wall Street Journal for articles on the healthcare industry. Mr. Chermak sold the company in 1997 to Medirisk. Mr. Chermak is also the founder of Makena Investment Advisors, LLC, a firm focused on assisting emerging companies access equity capital markets. Additionally, Mr. Chermak and his wife fund and run a 501c3 animal sanctuary and are focused on animal rescue and the support of rescue organizations. Mr. Chermak received his bachelor’s degree in Business from the University of New Mexico, Anderson School of Management. We believe Mr. Chermak is qualified to serve on our board of directors due to his 40 years of experience in leadership roles in the healthcare industry and experience raising over $200 million for the private and public companies he has worked with.

Joshua Cryer has served as our President since February 2023 and our Chief Executive Officer since June 2023. Mr. Cryer also served as our Chief Technology Officer from October 2022 to December 2022 and as our Chief Operating Officer from January 2023 to June 2023. From July 2022 to January 2023, Mr. Cryer served as the Senior Director of Business Development at ALL.SPACE (originally Isotropic Systems Ltd), a company that specializes in developing and providing a unique communication platform that enables simultaneous access to multiple satellite and terrestrial networks through a single device, where he led a Business Development team for U.S. government customers. From January 2020 to July 2022, Mr. Cryer led Strategy Development initiatives at L3Harris Technologies, a technology company, defense contractor, and information technology services provider, advising on mergers and acquisitions, directing technical alignment strategies, and establishing the Communications Systems (CS) segment Satellite Communications (SATCOM) franchise portfolio. From August 2017 to June 2020, Mr. Cryer served as a Principal Engineer and Scientist leading the SATCOM technical team at the NATO Communications and Information Agency (NCIA) in Mons, Belgium. Mr. Cryer is a United States Air Force veteran with over 25 years of experience in the military communications industry. From July 2008 to August 2017, Mr. Cryer worked with the U.S. Navy leading teams that created and delivered disruptive technologies for the Navy SEALS as the Branch Chief for Communications Research and Development at the Naval Special Warfare Development Group (NSWDG) from August 2015 to August 2017 and as a Research and Development Communications Engineer and Program Manager from July 2008 to August 2015. Mr. Cryer received his associate’s degree in Avionics Systems Technology from the Community College of the Air Force, his bachelor’s degree in Electronics Engineering from ECPI University, and his Master of Business Administration degree from the University of Phoenix.

John Dames has served as our Chief Technology Officer since January 2023. Mr. Dames is the owner of Prodjekt, a consultancy company that specializes in software and technology product development, which he formed in July 2021. Prior to forming Prodjekt, Mr. Dames co-founded and served as the Chief Technology Officer at Coolfire Solutions, a technology innovation and production company working with Defense and Military customers across the globe, from March 2010 to January 2021. Mr. Dames holds several patents in situational awareness and advanced user interface (UI) for communications technologies and has helped create more than 20 products in the defense and public sector markets. He applies his enthusiasm and experience to defense, public sector and commercial customers, solving complex problems with simple, usable solutions. Mr. Dames has over 27 years of experience in user experience (UX) and technology innovation, production, and development. Mr. Dames received his bachelor’s degree in Soviet & Russian Studies and a minor in Eastern European history from the University of Missouri – Columbia.

Amit Shrestha has served as our Chief Financial Officer since March 2024. Mr. Shrestha joined our company following a 20-year career at Microsoft Corporation where he held various Chief Financial Officer positions after beginning as an Equity Controller and SEC Reporter in 2004; from March 2020 to October 2023, he served as CFO Mexico where he led digital transformation efforts, from April 2017 to March 2020, he served as CFO Area HQ for the Greater China Region covering China, Hong Kong, Macau and Taiwan, and from February 2012 to March 2017, he served as CFO US Public Sector where he restructured the business’s sales model. Earlier in his career, Mr. Shrestha held senior finance roles at Payment Online, Inc. in Seattle and at PWC in the Philippines. A native of Nepal, Mr. Shrestha is a frequent public speaker on finance transformation. Mr. Shrestha received his bachelor’s degree in Accounting from Philippines University and his Master of Business Administration in Finance from Seattle University.

David Horton has served as our Chief Operating Officer since October 2023 and as the President of Reticulate Space since January 2024. From January 2023 to October 2023, Mr. Horton led product solutions marketing strategy for ALL.SPACE, a leading UK-based Satellite terminal innovator. Prior to ALL.SPACE, Mr. Horton served as VP of sales and business development for mmTron, a leading provider of innovative millimeter-wave linear power-efficient broadband products, from October 2022 to January 2023. Mr. Horton also co-founded and served as Chief Executive Officer from September 2017 to June 2022 for NXT Communications Corporation (NXTCOMM), a mobile broadband antenna firm that was named the 2021 Innovative Company of the Year by the Technology Association of Georgia. Mr. Horton has three decades of experience in executive, product strategy and technology leadership roles, where he thrives at driving growth for both established and fast-growth tech firms in the aerospace, defense and satellite industries. Mr. Horton is a veteran of the United States Air Force and Air Force Reserves. Mr. Horton attended the Community College of the Air Force and Embry Riddle Aeronautical University.

Eduardo Martinez has served as our Chief Commercial Officer since October 2023 and as our Chief of Staff since January 2024. From September 2018 to September 2023, Mr. Martinez was the Managing Partner of Digital Era Partners, a boutique firm of senior professionals providing management consulting, business development, investment advisory, and technology solutions, where Mr. Martinez provided interim C-suite services to help clients bring their products and services to market, get access to capital, grow their business, and strengthen their market position. Mr. Martinez has over 30 years of experience positioning, promoting, and realizing the business benefits of technology and has built a strong professional network at startups, fast growth, and large corporations. Mr. Martinez speaks both English and Spanish with natively fluency. Mr. Martinez received his bachelor’s degree in Industrial and Systems Engineering and his Master of Business Administration from Florida International University.

Paul Scardino has served as our Executive Vice President of Sales and Chief Strategy Officer of Reticulate Space since January 2024. Mr. Scardino is an executive technology leader whose experience spans 35 years in engineering, program management, business and product development, sales and marketing, business strategy and sales operations. From August 2021 to December 2023, Mr. Scardino served as Senior Vice President, Government Sales at Comtech, a global provider of troposcatter, satellite and cellular connectivity solutions. From September 2019 to August 2021, Mr. Scardino served as Senior Manager of Business Development at L3Harris Technologies, a technology defense contractor. Following his efforts in the successful sale of Globecomm to Speedcast, Mr. Scardino served as SVP, Sales Operations and Business Development at Speedcast, a leading communications and IT services provider, from February 2019 to August 2019. From December 2007 to February 2019, Mr. Scardino served as SVP, Products, Sales Engineering/Operations and Marketing at Globecomm Systems, Inc., a communications systems integrator and managed network services provider. Mr. Scardino received a Bachelor of Science in Electrical Engineering from the Polytechnic Institute of New York University and his Master of Business Administration in Business Management from Hofstra University in New York.

Mark Steel has served as our Executive Vice President of Products and Services and Chief Technology Officer of Reticulate Space since January 2024. Mr. Steel is a 35-year veteran of the communications and satellite industry. Prior to joining our company, Mr. Steel was EVP of Product & Marketing for ALL.SPACE, a leading UK-based satellite terminal innovator, from December 2022 to January 2024. From March 2020 through November 2022, Mr. Steel served as Managing Director of Micro-Ant LLC, an antenna design and engineering firm. Mr. Steel spent over a decade, from June 2009 to March 2020, at Inmarsat, now part of Viasat, holding key roles such as Vice President of Product Development and Strategy and Director for User Terminal Development for the company’s Global Xpress (GX) global broadband network, where he established the type approval function for Inmarsat’s GX product portfolio. From January 2006 to May 2009, Mr. Steel served as senior director of Engineering at Cobham Satcom, where he helped lead the development of a new set of products, focusing on micro terminals, flat panel arrays and solving challenges inherent with comms on the move. A UK native, Mr. Steel served for 15 years in the Royal Air Force working on Airfield Navigational aids, including terrestrial microwave links. Mr. Steel has received his degrees in Electrical Engineering and Satellite Communications, MSc in Electronics and his Master of Business Administration from the University of Liverpool.

Our directors currently have terms which will end at our next annual meeting of the shareholders or until their successors are elected and qualify, subject to their prior death, resignation or removal. Officers serve at the discretion of the board of directors. There is no arrangement or understanding between any director or executive officer and any other person pursuant to which he was or is to be selected as a director, nominee or officer.

Family Relationships

No family relationships exist between any of our directors and executive officers. There are no arrangements or understandings with major shareholders, customers, suppliers or others pursuant to which any person referred to above was selected as a director or member of senior management.

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors or executive officers has, during the past ten years:

Corporate Governance

Governance Structure

We chose to appoint a separate Executive Chairman of the Board who is not our Chief Executive Officer. Our board of directors has made this decision based on their belief that a separate Executive Chairman of the Board can act as a balance to the Chief Executive Officer. Due to the small size of our board of directors and the early stage of our operations, we do not currently have, and do not currently intend to establish, any committees of the board of directors, including an audit committee, a compensation committee or a nominating and corporate governance committee. Our board of directors currently performs the functions of those committees.

The Board’s Role in Risk Oversight

The board of directors oversees that the assets of our company are properly safeguarded, that the appropriate financial and other controls are maintained, and that our business is conducted wisely and in compliance with applicable laws and regulations and proper governance. Included in these responsibilities is the board’s oversight of the various risks facing our company. In this regard, our board seeks to understand and oversee critical business risks. Our board does not view risk in isolation. Risks are considered in virtually every business decision and as part of our business strategy. Our board recognizes that it is neither possible nor prudent to eliminate all risk. Indeed, purposeful and appropriate risk-taking is essential for our company to be competitive on a global basis and to achieve its objectives. While the board oversees risk management, company management is charged with managing risk. Management communicates routinely with the board and individual directors on the significant risks identified and how they are being managed. Directors are free to, and indeed often do, communicate directly with senior management.

Code of Ethics

We have adopted a code of ethics that applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer. Such code of ethics addresses, among other things, honesty and ethical conduct, conflicts of interest, compliance with laws, regulations and policies, including disclosure requirements under the federal securities laws, and reporting of violations of the code.

A copy of the code of ethics has been filed as an exhibit to the offering statement of which this offering circular is a part. We are required to disclose any amendment to, or waiver from, a provision of our code of ethics applicable to our principal executive officer, principal financial officer, principal accounting officer, controller, or persons performing similar functions. We intend to use our website as a method of disseminating this disclosure as well as by SEC filings, as permitted or required by applicable SEC rules. Any such disclosure will be posted to our website within four (4) business days following the date of any such amendment to, or waiver from, a provision of our code of ethics.

Indemnification of Officers and Directors

We are a Nevada corporation. The Nevada Revised Statutes and certain provisions of our bylaws under certain circumstances provide for indemnification of our officers, directors and controlling persons against liabilities which they may incur in such capacities. A summary of the circumstances in which such indemnification is provided for is contained herein, but this description is qualified in its entirety by reference to our bylaws and to the statutory provisions.

In general, any officer, director, employee or agent may be indemnified against expenses, fines, settlements or judgments arising in connection with a legal proceeding to which such person is a party, if that person’s actions were in good faith, were believed to be in our best interest, and were not unlawful. Unless such person is successful upon the merits in such an action, indemnification may be awarded only after a determination by independent decision of our board of directors, by legal counsel, or by a vote of our stockholders, that the applicable standard of conduct was met by the person to be indemnified.

The circumstances under which indemnification is granted in connection with an action brought on our behalf is generally the same as those set forth above; however, with respect to such actions, indemnification is granted only with respect to expenses actually incurred in connection with the defense or settlement of the action. In such actions, the person to be indemnified must have acted in good faith and in a manner believed to have been in our best interest and have not been adjudged liable for negligence or misconduct.

Indemnification may also be granted pursuant to the terms of agreements which may be entered into in the future or pursuant to a vote of stockholders or directors. The Nevada Revised Statutes also grant us the power to purchase and maintain insurance which protects our officers and directors against any liabilities incurred in connection with their service in such a position, and such a policy may be obtained by us.

To the maximum extent permitted by law, our articles of incorporation eliminate or limit the liability of our directors to us or our shareholders for monetary damages for breach of a director’s fiduciary duty as a director.

We have entered or intend to enter into separate indemnification agreements with our directors and officers. Each indemnification agreement will provide, among other things, for indemnification to the fullest extent permitted by law and our articles of incorporation and bylaws against any and all expenses, judgments, fines, penalties and amounts paid in settlement of any claim. The indemnification agreements will provide for the advancement or payment of all expenses to the indemnitee and for reimbursement to us if it is found that such indemnitee is not entitled to such indemnification under applicable law and our articles of incorporation and bylaws.

We are in the process of obtaining standard policies of insurance under which coverage is provided (a) to our directors and officers against loss rising from claims made by reason of breach of duty or other wrongful act, and (b) to us with respect to payments which we may make to such officers and directors pursuant to the above indemnification provision or otherwise as a matter of law.

The definitive selling agency agreement, filed as an exhibit to the offering statement of which this offering circular forms a part, will provide for indemnification, under certain circumstances, by the lead selling agent of us and our officers and directors for certain liabilities arising under the Securities Act or otherwise.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us under the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

EXECUTIVE COMPENSATION

Summary Compensation Table - Years Ended December 31, 2023 and 2022

The following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to the named persons for services rendered in all capacities during the noted periods. No other executive officers received total compensation in excess of $100,000.

Executive Employment and Consulting Agreements

On October 1, 2022, Joshua Cryer and the Company entered into an executive consulting services agreement, pursuant to which the Company paid Mr. Cryer $10,000 per month for consulting services related to Mr. Cryer’s position as Chief Technology Officer. Mr. Cryer also received 291,000 shares of Class A Common Stock upon the signing of the agreement, which vest monthly over a two-year period at a rate of 1/24^th per month. This agreement was in effect until January 1, 2023, when Mr. Cryer and the Company entered into an employment agreement, pursuant to which the Company paid Mr. Cryer $20,000 per month for his services as Chief Operating Officer. On January 1, 2023, Mr. Cryer and the Company also entered into a stock option agreement, pursuant to which Mr. Cryer received a stock option to purchase 291,000 shares of Class A Common Stock at $1.00 per share upon the signing of the agreement, which vests equally over three years on each anniversary, provided Mr. Cryer remains in continuous service with the Company. This agreement was in effect until June 14, 2023, when Mr. Cryer and the Company entered into a subsequent employment agreement, pursuant to which the Company pays Mr. Cryer $20,000 per month for Mr. Cryer’s services as Chief Executive Officer and President. On June 14, 2023, Mr. Cryer and the Company also entered into a stock option agreement, pursuant to which Mr. Cryer received a stock option to purchase 412,000 shares of Class A Common Stock at $1.00 per share upon the signing of the agreement, 112,000 shares of which vest immediately and the remaining shares vest at 100,000 shares per year for three years on each anniversary, provided Mr. Cryer remains in continuous service with the Company. Mr. Cryer will be eligible to participate in comprehensive benefits plans of the Company, including medical, dental and life insurance options, and will be entitled to paid time off in accordance with the Company’s policies in effect from time to time. If the Company terminates Mr. Cryer without cause, Mr. Cryer will be entitled to the following severance payments: (i) cash in the amount of base salary in effect on the date of such termination for the shorter of three months or the remainder of the term of the agreement; (ii) benefits under group health and life insurance plans in which Mr. Cryer participated prior to termination for the shorter of three months or the remainder of the term of the agreement; and (iii) all previously earned, accrued, and unpaid benefits from the Company and its employee benefit plans.

On October 6, 2022, John Dames and the Company entered into an executive consulting services agreement, pursuant to which the Company paid Mr. Dames $5,000 per month for consulting services related to Mr. Dames’s position as Product Manager. Mr. Dames also received 145,000 shares of Class A Common Stock upon the signing of the agreement, which vest monthly over a two-year period at a rate of 1/24^th per month. This agreement was in effect until January 1, 2023, when Mr. Dames and the Company entered into a subsequent executive consulting services agreement, pursuant to which the Company paid Mr. Dames $10,000 per month for his services as Chief Technology Officer. On January 1, 2023, Mr. Dames and the Company also entered into a stock option agreement, pursuant to which Mr. Dames received a stock option to purchase 145,000 shares of Class A Common Stock at $1.00 per share upon the signing of the agreement, which vests equally over three years on each anniversary, provided Mr. Dames remains in continuous service with the Company. This subsequent executive consulting services agreement was in effect until February 1, 2023, when Mr. Dames and the Company entered into an employment agreement, pursuant to which the Company pays Mr. Dames $10,000 per month for his services as Chief Technology Officer. On February 1, 2024, Mr. Dames’s salary was increased to $220,000 per year. Mr. Dames will be eligible to participate in comprehensive benefits plans of the Company, including medical, dental and life insurance options, and will be entitled to paid time off in accordance with the Company’s policies in effect from time to time. If the Company terminates Mr. Dames without cause, Mr. Dames will be entitled to the following severance payments: (i) cash in the amount of base salary in effect on the date of such termination for the shorter of three months or the remainder of the term of the agreement; (ii) benefits under group health and life insurance plans in which Mr. Dames participated prior to termination for the shorter of three months or the remainder of the term of the agreement; and (iii) all previously earned, accrued, and unpaid benefits from the Company and its employee benefit plans.

On October 30, 2022, Michael Chermak and the Company entered into an executive consulting services agreement, pursuant to which the Company pays Mr. Chermak $15,000 per month for consulting services related to his position as Secretary and Treasurer. This agreement was amended on February 1, 2023, when the board of directors increased Mr. Chermak’s consulting fees from $15,000 per month to $25,000 per month, and is still in effect.

On February 15, 2023, James Creamer and the Company entered into an executive consulting services agreement, pursuant to which the Company pays Mr. Creamer $8,000 per month for consulting services related to his position as Chief Financial Officer. Mr. Creamer also received a stock option to purchase 100,000 shares of Class A Common Stock at $1.00 per share upon the signing of the agreement, which vested equally over three years on each anniversary, provided Mr. Creamer remained in continuous service with the Company. Mr. Creamer’s executive consulting services agreement and his service as Chief Financial Officer was terminated without cause by the Company on February 29, 2024. Pursuant to the accelerated vesting terms of his stock option agreement, Mr. Creamer’s option vested in full as of February 29, 2024. Mr. Creamer will continue to offer consulting services to the Company as needed.

On January 1, 2024, David Horton and the Company into an employment agreement, pursuant to which the Company pays Mr. Horton $5,000 per month for his services as Chief Operating Officer and President of Reticulate Space. On January 1, 2024, Mr. Horton and the Company also entered into a stock option agreement, pursuant to which Mr. Horton received a stock option to purchase 12,000 shares of Class A Common Stock at $1.00 per share upon the signing of the agreement, 500 shares of which vest immediately, 5,750 shares of which shall vest on October 1, 2024, and 5,750 shares of which shall vest on October 1, 2025, provided Mr. Horton remains in continuous service with the Company. Mr. Horton will be eligible to participate in comprehensive benefits plans of the Company, including medical, dental and life insurance options, and will be entitled to paid time off in accordance with the Company’s policies in effect from time to time. If the Company terminates Mr. Horton without cause, Mr. Horton will be entitled to the following severance payments: (i) cash in the amount of base salary in effect on the date of such termination for the shorter of three months or the remainder of the term of the agreement; (ii) benefits under group health and life insurance plans in which Mr. Horton participated prior to termination for the shorter of three months or the remainder of the term of the agreement; and (iii) all previously earned, accrued, and unpaid benefits from the Company and its employee benefit plans.

On January 1, 2024, Eduardo Martinez and the Company into an employment agreement, pursuant to which the Company pays Mr. Martinez $15,000 per month for his services as Chief Commercial Officer and Chief of Staff. On January 1, 2024, Mr. Martinez and the Company also entered into a stock option agreement, pursuant to which Mr. Martinez received a stock option to purchase 12,000 shares of Class A Common Stock at $1.00 per share upon the signing of the agreement, 500 shares of which vest immediately and the remaining shares vest at 5,750 shares per year for two years on each anniversary, provided Mr. Martinez remains in continuous service with the Company. Mr. Martinez will be eligible to participate in comprehensive benefits plans of the Company, including medical, dental and life insurance options, and will be entitled to paid time off in accordance with the Company’s policies in effect from time to time. If the Company terminates Mr. Martinez without cause, Mr. Martinez will be entitled to the following severance payments: (i) cash in the amount of base salary in effect on the date of such termination for the shorter of three months or the remainder of the term of the agreement; (ii) benefits under group health and life insurance plans in which Mr. Martinez participated prior to termination for the shorter of three months or the remainder of the term of the agreement; and (iii) all previously earned, accrued, and unpaid benefits from the Company and its employee benefit plans.

On January 1, 2024, Paul Scardino and the Company into an employment agreement, pursuant to which the Company pays Mr. Scardino $8,400 per month for his services as Executive Vice President of Sales and Chief Strategy Officer of Reticulate Space. On January 1, 2024, Mr. Scardino and the Company also entered into a stock option agreement, pursuant to which Mr. Scardino received a stock option to purchase 120,000 shares of Class A Common Stock at $1.00 per share upon the signing of the agreement, 5,000 shares of which vest immediately and the remaining shares vest at 57,500 shares per year for two years on each anniversary, provided Mr. Scardino remains in continuous service with the Company. Mr. Scardino will be eligible to participate in comprehensive benefits plans of the Company, including medical, dental and life insurance options, and will be entitled to paid time off in accordance with the Company’s policies in effect from time to time. If the Company terminates Mr. Scardino without cause, Mr. Scardino will be entitled to the following severance payments: (i) cash in the amount of base salary in effect on the date of such termination for the shorter of three months or the remainder of the term of the agreement; (ii) benefits under group health and life insurance plans in which Mr. Scardino participated prior to termination for the shorter of three months or the remainder of the term of the agreement; and (iii) all previously earned, accrued, and unpaid benefits from the Company and its employee benefit plans.

On January 1, 2024, Mark Steel and the Company into an employment agreement, pursuant to which the Company pays Mr. Steel $8,400 per month for his services as Executive Vice President of Products and Services and Chief Technology Officer of Reticulate Space. On January 1, 2024, Mr. Steel and the Company also entered into a stock option agreement, pursuant to which Mr. Steel received a stock option to purchase 120,000 shares of Class A Common Stock at $1.00 per share upon the signing of the agreement, 5,000 shares of which vest immediately and the remaining shares vest at 57,500 shares per year for two years on each anniversary, provided Mr. Steel remains in continuous service with the Company. Mr. Steel will be eligible to participate in comprehensive benefits plans of the Company, including medical, dental and life insurance options, and will be entitled to paid time off in accordance with the Company’s policies in effect from time to time. If the Company terminates Mr. Steel without cause, Mr. Steel will be entitled to the following severance payments: (i) cash in the amount of base salary in effect on the date of such termination for the shorter of three months or the remainder of the term of the agreement; (ii) benefits under group health and life insurance plans in which Mr. Steel participated prior to termination for the shorter of three months or the remainder of the term of the agreement; and (iii) all previously earned, accrued, and unpaid benefits from the Company and its employee benefit plans.

On March 1, 2024, Amit Shrestha and the Company into an employment agreement, pursuant to which the Company pays Mr. Shrestha $20,000 per month for his services as Chief Financial Officer. On March 1, 2024, Mr. Shrestha and the Company also entered into a stock option agreement, pursuant to which Mr. Shrestha received a stock option to purchase 350,000 shares of Class A Common Stock at $1.00 per share upon the signing of the agreement, 14,000 shares of which vest immediately and the remaining shares vest at 168,000 shares per year for two years on each anniversary, provided Mr. Shrestha remains in continuous service with the Company. Mr. Shrestha will be eligible to participate in comprehensive benefits plans of the Company, including medical, dental and life insurance options, and will be entitled to paid time off in accordance with the Company’s policies in effect from time to time. If the Company terminates Mr. Shrestha without cause, Mr. Shrestha will be entitled to the following severance payments: (i) cash in the amount of base salary in effect on the date of such termination for the shorter of three months or the remainder of the term of the agreement; (ii) benefits under group health and life insurance plans in which Mr. Shrestha participated prior to termination for the shorter of three months or the remainder of the term of the agreement; and (iii) all previously earned, accrued, and unpaid benefits from the Company and its employee benefit plans.

Outstanding Equity Awards at Fiscal Year-End

The executive officers named above had the following unexercised options, stock that has not vested, or equity incentive plan awards outstanding as of December 31, 2023.