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

SUBJECT TO COMPLETION; DATED SEPTEMBER 22, 2026

Naoris Quantum Protocol Inc.

Naoris Quantum Protocol Inc.

848 Brickell Ave, PH 1,

Miami, FL 33131

Tel: 1-833-333-7329

www.naorisquantumprotocol.com

UP TO 6,000,000 SHARES OF CLASS A COMMON STOCK 

AGENT WARRANTS FOR THE PURCHASE OF UP TO 120,000 SHARES OF CLASS A COMMON STOCK

UP TO 120,000 SHARES OF CLASS A COMMON STOCK UNDERLYING AGENT WARRANTS

PRICE: $4.00 PER SHARE

The minimum number of shares that an investor may purchase and the minimum investment that an investor may make in this offering is 200 shares of Class A Common Stock, or $800, unless waived by the Company in its sole discretion

Naoris Quantum Protocol Inc., a corporation formed under the laws of the State of Nevada (the “Company,” “we,” or “our”), is offering up to 6,000,000 Shares of Class A Common Stock at a per Share price of $4.00, for a maximum offering amount of $24,000,000, which we refer to as the Maximum Offering, on a “best efforts” basis. Although the Company may raise up to the Maximum Offering amount of $24,000,000, it may, in its sole discretion, decide to terminate the Offering earlier, including after the Company reaches its internal target amount raised of $20,000,000. We are selling our Shares through a Tier 2 offering pursuant to Regulation A (Regulation A+) under the Securities Act of 1933, as amended (the “Securities Act”), and we intend to sell the Shares through the Selling Agents.

The minimum amount we must raise in this Offering in order to conduct a closing is $15,000,000 (the “Minimum Offering Amount”). We will not conduct a closing of this Offering unless we have received and accepted subscriptions for at least the Minimum Offering Amount and the Shares have been approved for listing on the Nasdaq Capital Market. If we do not raise the Minimum Offering Amount and satisfy the Minimum Listing Standards by the Termination Date (as defined below), all funds tendered by investors in connection with their subscriptions will be promptly returned to such investors, without interest or deduction, in accordance with Rules 10b-9 and 15c2-4 under the Exchange Act.

We have applied to have the Shares listed on The Nasdaq Stock Market LLC on the Nasdaq Capital Market (“Nasdaq Capital Market”) under the symbol “QDY.” To qualify for such listing on the Nasdaq Capital Market under the Market Value of Listed Securities standard, this Offering must meet the following minimum quantitative standards of Nasdaq: (i) completion of the Offering at a minimum bid price per Share of at least $4.00; (ii) at least 300 round lot shareholders; (iii) publicly held shares of at least 1,000,000 Shares; (iv) a market value of publicly held Shares of at least $15,000,000; (v) a market value of listed securities of at least $50,000,000; (vi) stockholders’ equity of at least $4,000,000; and (vii) at least three registered and active market makers (the “Minimum Quantitative Standards”). The Market Value of Listed Securities standard does not require net income from continuing operations or a minimum operating history. The fact that an applicant company for listing may meet the Minimum Quantitative Standards does not necessarily mean that its application will be approved. Nasdaq retains broad discretion to consider other factors including, but not limited to, the applicant’s historical record and pattern of growth, its financial integrity (including the applicant’s ability to meet its anticipated financial liquidity requirements for at least 12 months following listing), and its future outlook (the “Minimum Qualitative Standards” and together with the Minimum Quantitative Standards, the “Minimum Listing Standards”). If our application is approved, we intend to request that the listing of the Shares will become effective upon Nasdaq’s certification of our Form 8-A, which we plan to file concurrently with qualification of, or a post-qualification amendment to, the offering statement (the “Offering Statement”) of which this offering circular (the “Offering Circular”) forms a part. If the Shares are not approved for listing on the Nasdaq Capital Market, we will not complete the Offering contemplated hereby. No assurance can be given that our application to list on the Nasdaq Capital Market will be approved or that an active trading market for the Shares will develop. The Shares are not currently listed or quoted on any exchange.

We have two classes of authorized common stock, Class A Common Stock, $0.0001 par value per share, and Class B Common Stock, $0.0001 par value per share (together, the “Common Stock”). The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to voting. Each share of Class A Common Stock is entitled to one vote per share on all matters on which stockholders generally are entitled to vote, while each share of Class B Common Stock is entitled to twenty votes per share on such matters.

We will issue to the Lead Selling Agent the Agent Warrants to purchase such number of Shares equal to 2.0% of the total number of Shares sold in this Offering, at a per Share price equal to 110% of the per Share price of the Shares offered hereby (subject to adjustments). The Offering Statement of which this Offering Circular forms a part also registers the issuance of the Shares issuable upon exercise of the Agent Warrants (although the Lead Selling Agent has agreed not to sell the Agent Warrants or any of the shares issuable upon exercise of the Agent Warrants until six (6) months from the date of the closing of the Offering). We do not intend to list the Agent Warrants on a national securities exchange or an over-the-counter quotation system. See “Plan of Distribution” for a description of these arrangements.

The Shares will not be listed on the Nasdaq Capital Market upon the qualification by the United States Securities and Exchange Commission (the “SEC” or “Commission”) of the Offering Statement of which this Offering Circular forms a part. As a result, no sale may be made to you in this Offering, if you are a natural person, 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. See “Plan of Distribution—Investment Limitations if We Do Not Obtain a Listing on a National Securities Exchange” beginning on page 79 of this Offering Circular for more information on investor suitability requirements.

This is a continuous offering pursuant to Rule 251(d)(3)(i)(F) of Regulation A. We will commence this offering within two calendar days of the qualification by the SEC of the Offering Statement of which this Offering Circular forms a part and will continue to offer the Class A Common Stock for an indefinite period of time (which may exceed 30 days from the date of qualification) until the offering is terminated. This Offering 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 SEC 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, including after the Company reaches its internal target amount raised of $20,000,000. This Offering is being conducted on a best-efforts basis. We intend to conduct a single closing in this Offering, and we will determine the closing date at our discretion based on our review of subscriptions received and in consultation with R.F. Lafferty. While we intend to close the Offering as soon as possible following the qualification by the SEC of the Offering Statement of which this Offering Circular forms a part, we will not close the Offering until the Shares are approved for listing on the Nasdaq Capital Market. As a result, we will not close this Offering until we can establish that the Offering meets the Minimum Listing Standards. If we do not meet the Minimum Listing Standards by the Termination Date, we will terminate this Offering and all funds tendered by investors in connection with their subscriptions will be promptly returned to such investors in accordance with Rules 10b-9 and 15c2-4 under the Exchange Act. Once we have determined to conduct the closing of the Offering, we will inform investors of the closing date and the listing date via e-mail at least seven calendar days prior to such closing date, in accordance with the terms of the subscription agreements executed by such investors. For more information regarding subscriptions and subscription agreements, see the section titled “Plan of Distribution - Procedures for Subscribing.” On the closing date, funds tendered by investors in connection with their subscriptions will be made available to us and we will issue such investors their respective Shares.

INVESTING IN THE CLASS A COMMON STOCK OF NAORIS QUANTUM PROTOCOL 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 10 TO READ ABOUT THE MORE SIGNIFICANT RISKS YOU SHOULD CONSIDER BEFORE INVESTING IN THE CLASS A COMMON STOCK OF THE COMPANY.

FOR INDIVIDUALS WHO ARE NOT ACCREDITED INVESTORS, IF WE ARE NOT LISTED ON THE NASDAQ CAPITAL MARKET, 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.

THE SEC 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.

The information in this OFFERING CIRCULAR is accurate only as of the date on its respective cover, regardless of the time of delivery of this OFFERING CIRCULAR or the time of any sale of our securities.

Sales of these securities will commence within two calendar days of the qualification by the SEC of the Offering Statement of which this Offering Circular forms a part.

This Offering Circular follows 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, as amended (the “Exchange Act”), we intend to take advantage of the provisions that relate to “Emerging Growth Companies” under the JOBS Act of 2012. See “Implications of Being an Emerging Growth Company.”

TABLE OF CONTENTS

ABOUT THIS OFFERING CIRCULAR

As used in this Offering Circular, unless the context otherwise requires or otherwise states, references to “Naoris Quantum Protocol Inc.,” the “Company,” “we,” “us,” “our,” and similar references refer to Naoris Quantum Protocol Inc., a corporation formed under the laws of the State of Nevada.

Our functional currency and reporting currency is the U.S. dollar (“US$”). Unless noted otherwise, all references to dollars herein are to US$.

FINANCIAL REPORTING STANDARDS

Our financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Our fiscal year ends on March 31 of each year as does our reporting year. Our most recent fiscal year ended on March 31, 2026.

We have made rounding adjustments to some of the figures included in this Offering Circular. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that precede them.

RISK FACTORS

An investment in our Shares involves a high degree of risk. The SEC requires that we identify risks that are specific to our business and our financial condition. You should carefully consider the following risk factors and the other information in this Offering Circular before investing in our securities. Our business and results of operations could be seriously harmed by any of the following risks. The risks set out below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. If any of the following risks actually occur, our business, reputation, financial condition, results of operations, revenue and future prospects could be materially adversely affected and you could lose all or part of your investment in the securities you are purchasing. In such case, the value of our securities could decline, and you may lose all or part of your investment.

Risks Related to Our Business and Operations

We are an early-stage company with a limited operating history, which makes it difficult to evaluate our prospects and increases the risk of your investment.

We are an early-stage company with a limited operating history upon which you can evaluate our business and prospects. We have not generated any revenue to date. Our limited operating history makes it difficult to evaluate our current business, predict our future performance, or determine whether we will achieve profitability. We face risks and uncertainties frequently encountered by early-stage companies in rapidly evolving industries, including risks related to our ability to successfully develop, market, and sell our products, attract and retain customers, manage growth, and compete effectively. Our prospects must be considered in light of the risks, expenses, and difficulties frequently encountered by companies at our stage of development, particularly companies in the cybersecurity and post-quantum cryptography sectors. You should not rely on our limited historical results as an indication of our future performance.

We may not achieve profitability, which could cause the value of your investment to decline.

We may not achieve or sustain profitability on a quarterly or annual basis. Our ability to achieve and maintain profitability depends on a number of factors, including our ability to attract and retain customers, increase revenue, develop and commercialize new products, and successfully compete with established competitors. If we are unable to achieve or sustain profitability, the value of our securities may decline.

Our success depends on market acceptance of post-quantum security solutions, which is an emerging market that may develop more slowly than we anticipate.

Our business is focused on providing post-quantum digital trust infrastructure for critical infrastructure and enterprise systems. The market for post-quantum security solutions is at an early stage of development, and it is uncertain whether post-quantum security will achieve broad market acceptance. While governments worldwide are establishing mandates for migration to post-quantum cryptography, with deadlines spanning from 2025 to 2035 depending on sector and jurisdiction, the pace of adoption may be slower than we anticipate. Many organizations may delay adopting post-quantum cryptographic solutions until quantum computers capable of breaking current cryptographic algorithms are publicly demonstrated or until regulatory deadlines become more imminent. If the post-quantum cryptography market develops more slowly than we expect, our business, results of operations, and financial condition could be materially and adversely affected.

We face long and unpredictable sales cycles, particularly with government and enterprise customers, which may cause our operating results to fluctuate significantly.

Our target customers include government and public sector entities, central banks, payment and settlement systems, systemically important financial institutions, defense and national security organizations, large enterprises, transportation and logistics companies, energy and utility operators, and telecommunications providers. Sales to these types of customers typically involve long and complex procurement processes, including extensive evaluation periods, competitive bidding, budgetary approval cycles, and political and administrative considerations. Government and defense procurement processes are particularly lengthy and unpredictable, and are subject to budget constraints, policy changes, and shifting priorities. These long and unpredictable sales cycles may cause significant fluctuations in our revenue and operating results from quarter to quarter, making it difficult to predict our financial performance.

Our ability to attract and retain customers in government, defense, and critical infrastructure sectors is subject to unique challenges and risks.

A significant portion of our target market consists of government, defense, and critical infrastructure operators. Selling to these customers requires us to comply with complex procurement regulations, security clearance requirements, and audit obligations. Government contracts are often subject to termination for convenience, funding contingencies, and renegotiation provisions. We may be required to participate in competitive bidding processes with no guarantee of selection. Additionally, government and defense customers may require us to meet specific security certifications, obtain facility clearances, or comply with classified information handling requirements that may be costly and time-consuming to achieve. Our failure to successfully navigate these procurement processes or comply with government contracting requirements could limit our ability to grow our business in these important market sectors.

We depend on the continued service of key personnel, including our founder and senior technical leadership, and the loss of any key personnel could adversely affect our business.

Our success depends significantly upon the continued contributions of our key personnel, including David Carvalho, our President and Chief Executive Officer, Founder, and Director, David Holtzman, our Executive Chairman, and Youssef El Maddarsi, our Co-Founder and Chief Business Officer. Mr. Carvalho, in particular, has over 20 years of experience as an ethical hacker and in C-level roles in regulated and critical sectors, and his expertise is integral to our technology development, strategic vision, and customer relationships. Mr. Holtzman brings extensive experience as a former CTO of Network Solutions and Chief Scientist at IBM, and serves as a cybersecurity advisor. The loss of any of our key personnel could significantly delay or prevent the achievement of our business objectives. Competition for senior management and skilled technical personnel in the cybersecurity and post-quantum cryptography fields is intense, and we may not be able to retain our existing key personnel or attract and retain qualified replacements.

Our ability to recruit and retain qualified cybersecurity and engineering talent is critical to our success, and we face intense competition for such talent.

Our business requires highly skilled cybersecurity professionals, post-quantum cryptography experts, and software engineers, all of whom are in short supply. There is an acute global shortage of skilled cybersecurity talent, with approximately four million additional professionals needed to adequately defend organizations against cyberattacks worldwide. We compete for talent with large, well-capitalized technology companies, including CrowdStrike, SentinelOne, Palo Alto Networks, and other cybersecurity incumbents, as well as government agencies and academic institutions. Many of these competitors offer significantly higher compensation packages and more established career development programs than we currently can. If we are unable to attract and retain qualified technical personnel, our ability to develop and improve our platform, respond to customer needs, and execute our growth strategy could be materially impaired.

Our international operations and expansion expose us to additional risks and uncertainties.

We intend to grow our international presence, particularly in regions with strong regulatory frameworks for cybersecurity and data sovereignty, including the European Union (under DORA and MiCA) and Asia-Pacific markets. International operations and expansion subject us to a variety of additional risks, including compliance with diverse and changing foreign regulatory requirements, exposure to different legal and judicial systems, fluctuations in foreign currency exchange rates, political instability and economic uncertainty, challenges in managing remote operations, data localization and cross-border data transfer restrictions, difficulties in enforcing contracts and collecting accounts receivable, and potential adverse tax consequences. The regulatory environment for cybersecurity, data protection, and cryptographic standards varies significantly across jurisdictions, and compliance with multiple and sometimes conflicting regulatory frameworks may be costly and complex. Any failure to successfully manage these risks could adversely affect our international operations and our overall business and financial performance.

We hold a 49% minority interest in a joint venture in the Republic of Korea, and our inability to control the JV’s operations or the performance of our JV partner could adversely affect our business and financial results.

In March 2026, we entered into a Joint Venture Establishment Agreement and an Exclusive Distribution and IP License Agreement with XCURE Co., Ltd. (“XCURE”) to form a joint venture in the Republic of Korea to commercialize our post-quantum cryptography and decentralized cybersecurity products in the Korean market. We hold a 49% equity interest and account for our investment under the equity method. XCURE holds 51%, nominates the CEO and a majority of the board, and controls the JV’s day-to-day operations. Although certain reserved matters require our consent, we cannot independently direct the JV’s strategy, budgets, or commercial decisions.

Our investment is subject to risks including: the JV’s ability to generate revenue and achieve the cumulative KRW 5 billion threshold required to maintain exclusivity beyond the initial one-year period; dependence on XCURE’s financial condition, operational capabilities, and good-faith performance; potential disputes over strategy, capital needs, or material contracts; exposure to Korean regulatory, tax, and compliance requirements; foreign currency fluctuations between the U.S. dollar and the Korean Won; and difficulties enforcing our rights under Korean law or through KCAB International arbitration.

We depend on third-party technology, cloud providers, and infrastructure partners, and any disruption in these relationships or services could adversely affect our platform and business.

Although our platform is designed for deployment across on-premises installations, sovereign cloud deployments, hybrid configurations, and air-gapped environments, we rely on third-party technology providers, cloud infrastructure services, and hardware partners for certain aspects of our platform’s deployment and operation. We do not control the operation, availability, or security of these third-party services and infrastructure. Any disruption in the availability of third-party services, any degradation in the performance of these services, or any breach of security affecting our third-party providers could negatively impact the performance and availability of our platform, result in customer dissatisfaction, and harm our reputation. If any of our key technology or infrastructure partners were to terminate their relationship with us, modify their pricing terms, or experience operational difficulties, we may need to identify and transition to alternative providers, which could be costly, time-consuming, and disruptive to our business.

Our expansion from a core protocol business into multiple application-layer products may increase execution risk and divert management attention.

Based on our current assessment, we have developed several application-layer products built on top of the Company IP, including PetalVault, PQVPN by Naoris, and the Naoris Community Intelligence Layer, that are sufficiently developed for customer or partner deployment discussions. These products address different customer segments, technical requirements, and regulatory considerations, including digital asset evidence, secure routing, trust-validated AI community intelligence and engagement, permissioned AI identity workflows, creator and brand operations, and consent-based data workflows. Commercialization may require specialized personnel, independent security audits, customer-specific integrations, compliance analysis, customer support, product-specific infrastructure, and sales channels. These initiatives may divert our leadership, engineering, capital, and operational resources from our core platform. We may not be able to maintain expected functionality, obtain required rights or approvals, complete customer deployments, secure customer adoption, or generate revenue from them. If we fail to manage product expansion effectively, our business, reputation, financial condition, and results of operations could be materially adversely affected.

Risks Related to Our Technology and Products

Post-quantum cryptographic standards are still evolving, and changes to these standards could require us to make significant modifications to our platform.

Our platform employs NIST-standardized post-quantum cryptography, specifically ML-DSA, formerly CRYSTALS-Dilithium and referred to in some technical materials as Dilithium-5, for digital signatures. Post-quantum cryptographic standards are still in the process of being finalized and adopted across jurisdictions. NIST has standardized certain post-quantum algorithms, but additional algorithms remain under evaluation, and existing standards may be revised, supplemented, or replaced as the field of post-quantum cryptography advances. If the specific algorithms we have implemented are found to contain vulnerabilities, are superseded by new standards, or are not widely adopted by our target customers or regulatory bodies, we may need to make significant and costly modifications to our platform. Transitioning to new cryptographic algorithms could require substantial engineering effort, disrupt our product roadmap, and delay our ability to serve customers. Additionally, different jurisdictions may adopt different post-quantum cryptographic standards, which could require us to support multiple cryptographic frameworks simultaneously, increasing complexity and cost.

Our products are complex, and defects, errors, or vulnerabilities could harm our reputation and adversely affect our business.

Our platform is a complex software system that continuously validates systems, identities, devices, and data across critical infrastructure environments. Complex software products frequently contain defects, errors, or vulnerabilities, particularly when first introduced or when new features or capabilities are released. Our products may contain undetected defects or errors that could result in service interruptions, data security breaches, or failure to perform as expected. Any defects, errors, or vulnerabilities in our platform could result in damage to our reputation, loss of customers, exposure to liability claims, regulatory penalties, and diversion of development resources. Because our platform is designed for deployment in critical infrastructure environments, including government, defense, and financial systems, any failure or security breach of our platform could have particularly severe consequences for our customers and for our business.

Our Distributed Proof of Security consensus mechanism and Trust Mesh architecture may face scalability, reliability, and interoperability challenges.

Our platform relies on our proprietary Distributed Proof of Security (“dPoSec”) consensus mechanism and Trust Mesh architecture to provide continuous, distributed security validation. As a novel consensus mechanism, dPoSec has not been tested at the scale and across the diversity of environments that our customers may require over time. Our Trust Mesh architecture may face challenges in scaling to accommodate large and complex enterprise and government environments. The distributed nature of our architecture introduces unique technical challenges related to consensus latency, network partitioning, node reliability, and conflict resolution. If our consensus mechanism or Trust Mesh architecture fails to perform reliably at scale or does not interoperate effectively with the wide variety of legacy and modern systems used by our target customers, our platform’s effectiveness and reliability could be compromised, which would materially harm our business and customer relationships.

Our platform may not integrate successfully with customers’ existing legacy and modern systems, which could limit adoption and market acceptance.

Our platform is designed to strengthen existing systems rather than replace them, operating below security tools, below cloud infrastructure, and above hardware. We market our platform as a “no rip-and-replace” solution that works across legacy and modern systems. However, integration with the wide variety of existing infrastructure, applications, and systems used by our target customers may be more complex and time-consuming than anticipated. Customers in government, defense, and critical infrastructure sectors often operate highly customized and aging systems that may present unique integration challenges. If our platform fails to integrate seamlessly with customers’ existing systems, or if integration requires significantly more time, cost, or effort than anticipated, customer adoption may be delayed or reduced, and our competitive position could be adversely affected.

Our platform may be the target of cyberattacks, and any security breach could severely damage our reputation and business.

As a cybersecurity company, we face the ironic but real risk that our own platform and infrastructure could be targeted by sophisticated threat actors, including nation-state adversaries, cybercriminals, and hacktivists. Despite the security measures we employ, no security system is impenetrable, and we cannot guarantee that our platform or internal systems will not be compromised. A security breach affecting our platform or our internal systems could result in the compromise of customer data, disruption of our services, loss of customer confidence, regulatory penalties, and significant liability. Because our platform is designed specifically to protect critical infrastructure and provide verifiable trust, any perceived or actual security weakness in our own systems could be particularly damaging to our reputation and our ability to attract and retain customers.

We must continually enhance and update our platform to keep pace with rapidly evolving cybersecurity threats and customer requirements.

The cybersecurity landscape is characterized by rapidly evolving threats, including AI-powered attacks that increase attack speed and scale. We must invest heavily and continually in research and development to enhance our platform, develop new product features, and respond to new and emerging cybersecurity threats and regulatory requirements. Our published research includes peer-reviewed academic work on quantum-resistant blockchain systems, blockchain protocols and edge computing targeting Industry 5.0 needs, and adoption of post-quantum cryptography and FIPS standards. However, there can be no assurance that our research and development efforts will keep pace with the evolving threat landscape or that our platform will continue to be effective against new and emerging attack vectors. If we fail to develop and release enhancements and new features on a timely basis, or if our enhancements fail to achieve market acceptance, our competitive position could be materially harmed.

PetalVault may not perform as intended and depends on third-party blockchain infrastructure and standards that we do not control.

PetalVault is designed to create post-quantum ownership evidence and audit records for Bitcoin-related workflows. PetalVault does not eliminate quantum risk to Bitcoin, does not guarantee that a customer will retain control over Bitcoin if classical keys are compromised, and does not guarantee that courts, regulators, auditors, insurers, counterparties, or market participants will recognize PetalVault evidence as sufficient proof of ownership or control. PetalVault depends on the availability, economics, policies, and technical behavior of third-party infrastructure, including the Bitcoin network, transaction fee markets, OP_RETURN transaction policies, Bitcoin full nodes and block explorers, bridge verification mechanisms, cryptographic libraries, wallet integrations, and evolving post-quantum standards. Changes to any of these systems, successful attacks, network congestion, transaction rejection, bridge failures, implementation errors, or adverse legal interpretations could reduce the usefulness of PetalVault, limit commercialization, expose us to liability, or harm our reputation. Although we currently consider PetalVault sufficiently developed for customer or partner deployment discussions, it may require independent audits, third-party review, or customer-specific security assessment before or during production deployments, and no assurance can be given that such reviews will be completed on acceptable terms or reveal no material issues.

PQVPN by Naoris may face technical, operational, privacy, and regulatory risks associated with secure routing and data-in-transit services.

PQVPN by Naoris is a distributed post-quantum virtual private network and secure routing product that we currently consider sufficiently developed for customer or partner deployment discussions and that is designed to route traffic across a trust-validated mesh of nodes. Secure routing products are highly sensitive to latency, uptime, routing integrity, key management, endpoint security, logging practices, privacy promises, lawful access requirements, jurisdictional routing rules, and customer expectations. A failure in any node, endpoint client, routing policy, attestation process, cryptographic implementation, or management dashboard could result in service outages, traffic correlation, route leaks, data exposure, customer dissatisfaction, regulatory scrutiny, or claims that our marketing statements were misleading. The distributed nature of PQVPN by Naoris may also create operational complexity in managing node operators, service quality, abuse prevention, customer support, and compliance across multiple jurisdictions.

The Naoris Community Intelligence Layer may produce inaccurate, harmful, infringing, or unauthorized outputs and may depend on permissioned data and third-party platform integrations.

The Naoris Community Intelligence Layer is an AI-enabled, trust-validated community intelligence and engagement layer that we currently consider sufficiently developed for customer or partner deployment discussions for creators, brands, enterprises, public figures, sports and entertainment organizations, education providers, media franchises, and communities. AI systems can generate inaccurate, biased, offensive, misleading, unsafe, or infringing outputs, and may fail to reflect the intended voice, brand, legal constraints, or community expectations of a creator, public figure, brand, or enterprise customer. The Naoris Community Intelligence Layer may require rights to names, images, voices, likenesses, trademarks, copyrighted content, fan or community interaction data, and other inputs, and we may not be able to obtain, verify, maintain, or enforce all required rights and consents. The platform may also depend on third-party messaging, social media, marketplace, payment, analytics, or AI service providers, and changes in those platforms or terms may impair functionality. Any failure to implement adequate consent, provenance, access control, auditability, moderation, transparency, data protection, or human oversight controls could result in legal claims, regulatory scrutiny, loss of customer trust, reputational harm, or reduced adoption.

Risks Related to Our Market and Competition

The market for cybersecurity solutions is intensely competitive, and we compete with well-capitalized incumbents that have significantly greater resources than we do.

The market for cybersecurity solutions is highly competitive and characterized by rapid changes in technology, customer requirements, and industry standards, as well as frequent new product and service offerings and improvements. Our primary competitive reference set consists of post-quantum cryptography and quantum-AI cybersecurity infrastructure providers, including SandboxAQ, PQShield, QuSecure, BTQ Technologies, and the quantum-safe divisions of larger technology companies such as IBM Quantum Safe and Thales. We also operate in proximity to, but do not directly compete in the core product categories of, traditional cybersecurity vendors, which address perimeter network security, endpoint detection and response, data backup, and content delivery—categories that are adjacent to, but architecturally and functionally distinct from, our distributed post-quantum trust validation platform. Such adjacent vendors include legacy antivirus and endpoint security providers, cloud-native endpoint detection and response providers such as CrowdStrike and SentinelOne, data security and backup vendors, and network security vendors such as Palo Alto Networks, Fortinet, Cisco, and Cloudflare. Many of these competitors have significantly greater financial, technical, marketing, and other resources than we do, as well as larger customer bases, longer operating histories, greater brand recognition, and more established relationships with government and enterprise customers. These competitors may be able to respond more quickly to new or emerging technologies and changes in customer requirements, devote greater resources to product development and marketing, and offer more competitive pricing. In addition, while traditional cybersecurity vendors currently address adjacent product categories, they may, over time, develop, acquire, or partner to add post-quantum trust validation capabilities that overlap with our platform. Our failure to compete effectively could result in loss of market share and could materially and adversely affect our business, results of operations, and financial condition.

Larger competitors and technology companies may develop competing post-quantum security solutions that could reduce demand for our platform.

While we believe we currently occupy a differentiated position in the market as a distributed, post-quantum trust validation platform designed specifically for critical infrastructure, we anticipate that competition will increase as the post-quantum cryptography market matures. The post-quantum cybersecurity market is early-stage and rapidly evolving. Competitors include post-quantum migration platforms (SandboxAQ, QuSecure), PQC hardware and IP providers (PQShield, Thales), large technology companies incorporating PQC (IBM, Cloudflare, AWS, Google, Microsoft), quantum computing companies with stated cybersecurity, quantum-safe communications, or quantum cryptography product lines (Quantinuum, IonQ, Quantum Computing Inc.), quantum-safe communications and quantum key distribution providers (Arqit Quantum, ID Quantique, Toshiba Quantum, QuintessenceLabs), and quantum-resistant blockchain platforms (QANplatform). Many of these competitors have significantly greater financial, technical, and marketing resources than we do. These competitors may have existing relationships with our target customers, established distribution channels, and the ability to bundle post-quantum security capabilities with their existing product portfolios at competitive or no additional cost. Government agencies, including NIST and NSA, may publish reference implementations or open-source post-quantum cryptographic tools that reduce the perceived need for commercial solutions such as ours. The entry of well-resourced competitors into the post-quantum security market could reduce demand for our platform and materially harm our competitive position and financial performance. In the application-layer product categories that our PetalVault, PQVPN by Naoris, and Naoris Community Intelligence Layer products may address, our products extend the same distributed post-quantum trust architecture into product categories for which we believe direct competitive offerings are limited. PetalVault, our post-quantum Bitcoin ownership evidence layer, addresses a category for which we are not aware of any direct competing commercial product offering equivalent NIST ML-DSA (FIPS 204) signature-based ownership attestation; centralized digital asset custody, proof-of-reserves, and wallet providers (such as Fireblocks, BitGo, Coinbase Custody, Anchorage Digital, Fidelity Digital Assets, Ledger Enterprise, Bitcoin Suisse, and Sygnum Bank) operate in adjacent product categories that do not provide post-quantum ownership evidence as a primary product capability. PQVPN by Naoris addresses post-quantum secure communications, a category in which direct competitors are limited primarily to early-stage quantum-resistant networking research projects; traditional secure access service edge, zero-trust network access, and VPN providers (such as Zscaler, Palo Alto Networks, Cloudflare, Cisco, Fortinet, NordLayer, Check Point, and Twingate) address transport-layer access security in adjacent categories that do not currently provide post-quantum cryptographic guarantees as a primary product capability. The Naoris Community Intelligence Layer addresses post-quantum-attested AI identity, creator authenticity verification, and permissioned digital persona infrastructure, positioned to align with emerging artificial intelligence regulatory frameworks, including the EU Artificial Intelligence Act (and, in particular, Article 50 transparency obligations applicable to AI-generated content effective August 2026); large generative AI, digital human, and avatar platforms (such as NVIDIA, Microsoft, Meta, Synthesia, HeyGen, D-ID, Soul Machines, DeepBrain AI, and Inworld AI) operate in adjacent content generation and avatar product categories that do not currently provide an integrated post-quantum cryptographic identity attestation layer as a primary product capability. Many of these adjacent-market competitors have significantly greater financial, technical, and marketing resources than we do, and our ability to win share within these adjacent categories is not assured.

Our application-layer products may compete in markets outside our traditional cybersecurity focus and may face different buyers, competitors, and adoption patterns.

PetalVault, PQVPN, and the Naoris Community Intelligence Layer extend our platform into product categories that overlap with digital asset custody and audit workflows, VPN and secure access markets, SASE and ZTNA offerings, AI community intelligence and engagement platforms, creator economy tools, customer data platforms, and brand monetization systems. These markets have different procurement processes, user expectations, pricing models, regulatory risks, and competitive dynamics than core post-quantum digital trust infrastructure. We may not have sufficient expertise, resources, or brand recognition to compete effectively in these product categories. Expansion into these areas may also create channel conflict, expose us to consumer-facing product risks, or distract us from our primary enterprise and critical infrastructure markets. If these products do not achieve market acceptance or if we cannot compete effectively, our growth strategy and financial results may suffer.

The post-quantum cryptography market may develop more slowly than anticipated, and the timing of our market opportunity is uncertain.

Our business strategy is predicated on the belief that the convergence of quantum computing threats, AI-accelerated cyberattacks, and regulatory mandates will drive significant demand for post-quantum security solutions in the near to medium term. However, the timeline for the development of quantum computers capable of breaking current cryptographic algorithms is uncertain. If quantum computing threats take longer to materialize than currently anticipated, organizations may delay their transition to post-quantum cryptography, and the demand for our solutions may develop more slowly than we expect. Additionally, regulatory mandates requiring post-quantum migration have deadlines spanning from 2025 to 2035, and enforcement timelines may be extended or modified. If the market for post-quantum security solutions does not develop as quickly or as broadly as we anticipate, our business, results of operations, and financial condition could be materially and adversely affected.

We may face customer concentration risks, with a limited number of customers accounting for a significant portion of our revenue.

Given the nature of our target market and the early stage of our business, we may initially derive a significant portion of our revenue from a limited number of customers. The loss of any significant future customer, or a material reduction in a future customer’s spending on our platform, could have a disproportionate adverse impact on our revenue and results of operations. Government and defense customers are subject to budgetary pressures and changing priorities that could cause them to reduce or eliminate spending on our platform. Additionally, our revenue growth may be concentrated among a small number of large contracts, and any delay, termination, or failure to renew such contracts could materially and adversely affect our financial results.

Our growth strategy depends in part on regulatory mandates driving demand for post-quantum and cybersecurity solutions, and changes in the regulatory environment could adversely affect demand for our products.

A key element of our growth strategy is capitalizing on regulatory-driven demand for post-quantum migration and cybersecurity compliance. We expect that government mandates including DORA (effective January 2025), NIS2, PCI DSS 4.0, CMMC 2.0, and the Cyber Resilience Act, as well as U.S. federal directives including NSM-10, Executive Order 14144, and CNSA 2.0, will drive demand for our solutions. However, if these regulatory mandates are repealed, weakened, delayed, or poorly enforced, the demand for our solutions could be significantly reduced. Changes in government administrations, policy priorities, or budget allocations could also affect the pace and scope of regulatory mandates driving demand for cybersecurity and post-quantum solutions. Our inability to anticipate and respond to changes in the regulatory environment could materially and adversely affect our business.

Risks Related to Government Regulation and Compliance

We operate in a complex and evolving regulatory landscape, and compliance with multiple regulatory frameworks across jurisdictions is costly and challenging.

Our platform operates within a complex and evolving regulatory landscape governing cybersecurity, data protection, cryptographic standards, and critical infrastructure protection. We must comply with a wide array of regulatory frameworks, including post-quantum cryptography mandates (NSM-10, Executive Order 14144, CNSA 2.0, NIST IR 8547, OMB M-23-02), cybersecurity and operational resilience mandates (DORA, NIS2, CMMC 2.0, PCI DSS 4.0, the Cyber Resilience Act), data protection and privacy regulations (GDPR, CCPA), and digital asset and blockchain regulations (MiCA). These regulations vary significantly across jurisdictions and are subject to frequent change. Compliance with multiple and sometimes conflicting regulatory requirements across the United States, European Union, and Asia-Pacific is costly and resource-intensive, and our failure to comply could result in penalties, loss of customers, and reputational harm.

Changes in post-quantum cryptography mandates across jurisdictions could adversely affect our business.

Multiple jurisdictions have established or are establishing mandates requiring transition to post-quantum cryptography. In the United States, NSM-10, the Executive Order of January 2025, and CNSA 2.0 mandate a full migration to post-quantum cryptography by 2035 for federal systems. In the European Union, DORA, NIS2, and MiCA establish cybersecurity requirements for financial services and digital assets. Government and defense organizations must meet NIST IR 8547, NSA CNSA 2.0, OMB M-23-02, CMMC 2.0, and Executive Order 14144 requirements between 2027 and 2035. Changes in these mandates, including changes in deadlines, scope, or required cryptographic algorithms, could require us to make significant modifications to our platform and could affect the timing and magnitude of demand for our solutions. Additionally, the emergence of new or conflicting regulatory requirements across jurisdictions could create compliance challenges that increase our costs and complexity.

Our products may be subject to export control and sanctions regulations that could restrict our ability to sell internationally.

Our post-quantum cryptographic and cybersecurity technology may be subject to U.S. export control regulations, including the Export Administration Regulations administered by the Bureau of Industry and Security and the International Traffic in Arms Regulations administered by the State Department. Cryptographic products are particularly sensitive under export control regimes, and we may be required to obtain export licenses or comply with other restrictions before we can sell our products in certain international markets. Changes in export control or sanctions regulations could further restrict our ability to sell our products internationally, limit our target markets, or subject us to penalties for noncompliance. Compliance with export control and sanctions regulations may also increase our costs and divert our attention and resources.

We are subject to data protection and privacy regulations that impose significant compliance obligations and potential liability.

Organizations must comply with a growing and evolving data compliance and regulatory landscape. Regulations such as the EU General Data Protection Regulation (“GDPR”) and the California Consumer Privacy Act (“CCPA”) have increased the regulatory burden on organizations and made it increasingly costly to manage data compliance. As a provider of cybersecurity and trust validation services, we may process or have access to sensitive customer data, including personal data and data relating to critical infrastructure. If we fail to comply with applicable data protection and privacy regulations, or if we experience a data breach, we could face significant fines, penalties, litigation, and reputational harm. The data protection and privacy regulatory landscape continues to evolve, and new regulations or changes to existing regulations could impose additional compliance obligations and costs on our business.

We may face risks related to SEC cybersecurity disclosure rules and related compliance obligations.

Evolving SEC cybersecurity disclosure rules may require us and our customers to make enhanced disclosures regarding cybersecurity risks, incidents, and governance. Our failure to comply with applicable SEC rules, or our customers’ failure to comply with such rules using our platform, could result in regulatory action, reputational harm, and adverse effects on our business.

Our platform’s use of blockchain and digital asset-related technology may subject us to evolving and uncertain regulatory requirements.

The regulatory landscape for blockchain, digital assets, and related technologies is evolving rapidly and varies significantly across jurisdictions. In the European Union, MiCA establishes regulatory requirements for digital assets. In the United States, the SEC and other regulatory agencies are actively developing rules and guidance for digital assets and blockchain technology. Changes in the regulatory treatment of blockchain technology, digital assets, or decentralized protocols could adversely affect our business, require us to modify our technology, or limit the markets in which we can operate.

Our AI and community intelligence products may be subject to evolving AI, privacy, biometric, consumer protection, and publicity rights laws.

The Naoris Community Intelligence Layer may process permissioned AI identity data, community interaction data, and consent-based analytics, and may generate or assist with content, communications, digital personas, voice interactions, and monetization workflows. These activities may be subject to laws and regulations relating to data protection, automated decision-making, transparency, consumer protection, advertising, endorsements, biometric or voice data, rights of publicity, intellectual property, minors, platform rules, and AI governance. These laws are evolving quickly and may vary across jurisdictions. We may be required to implement notices, consents, opt-outs, data access rights, deletion workflows, risk assessments, human oversight, content moderation, model governance, audit trails, and other controls. Failure to comply, or perceived failure to comply, could result in investigations, fines, litigation, contractual termination, loss of customer trust, reputational harm, or restrictions on the use of the Naoris Community Intelligence Layer.

PQVPN by Naoris and related secure routing products may be subject to communications, encryption, export control, data retention, lawful access, and data localization requirements.

PQVPN by Naoris may be characterized differently across jurisdictions, including as a virtual private network, secure access service, encryption product, communications service, managed security service, or other regulated network service. Some jurisdictions impose licensing, data retention, lawful access, content blocking, encryption registration, export control, sanctions, or data localization requirements on providers of such services. Requirements may also apply to node operators, enterprise customers, or partners. We may be required to modify routing policies, restrict functionality, obtain licenses, implement compliance controls, or refrain from providing PQVPN by Naoris in certain markets. Failure to comply could result in fines, restrictions, seizure of infrastructure, loss of customer trust, or other adverse consequences.

PetalVault may be subject to uncertain regulation around digital asset custody, proof-of-reserves, audit evidence, and financial services compliance.

PetalVault is designed to create evidence and attestation records for Bitcoin ownership and audit workflows without requiring customers to move funds or modify the Bitcoin protocol. However, regulators, auditors, insurers, custodians, exchanges, or courts may interpret or evaluate these workflows differently. PetalVault may be viewed as part of a digital asset custody, compliance, audit, proof-of-reserves, insurance underwriting, or financial services process, even if we do not take custody of assets. Any requirement that PetalVault obtain licenses, meet specific audit standards, alter its evidence model, restrict eligible users, or comply with additional financial services rules could delay commercialization, increase costs, or limit demand.

Risks Related to Intellectual Property

Our ability to protect our proprietary technology, including our Distributed Proof of Security consensus mechanism and Trust Mesh architecture, is critical to our competitive position.

Our competitive advantages depend in significant part on our ability to protect our proprietary technologies, including our Distributed Proof of Security consensus mechanism, Trust Mesh architecture, Trust Mesh framework, node-tier weighting methodologies, security-state attestation workflows, and other proprietary orchestration components of our platform. We seek to protect these elements through a combination of patent filings, trade secret safeguards, copyright protection for source code, trademark registrations, and contractual confidentiality and assignment agreements. However, these protections may not be sufficient to prevent unauthorized use or disclosure of our proprietary technology by competitors, former employees, or other third parties. Patent applications covering aspects of our consensus logic and validation architecture are pending and may not result in issued claims of meaningful scope. Copyright law protects literal source code but does not prevent third parties from independently developing functionally similar consensus or validation systems. Trade secret protection depends on maintaining confidentiality, which may be compromised through employee departures, contractor disputes, integration activities with customers, or cybersecurity incidents. The cybersecurity and post-quantum cryptography fields are characterized by rapid technological change, and our proprietary technologies may become obsolete, be independently developed by competitors, or be reverse-engineered despite our protective measures. If we are unable to adequately protect our intellectual property, our competitive position could be materially and adversely affected.

Our reliance on NIST-standardized cryptographic algorithms that are publicly available may limit our ability to differentiate our platform from competitors.

We utilize NIST-standardized post-quantum cryptography, specifically Dilithium-5, for digital signatures. These algorithms are publicly available and can be implemented by any company or organization. Our competitive differentiation depends not on the cryptographic algorithms themselves, but on our proprietary implementation of these algorithms within our distributed trust validation architecture. If competitors are able to develop similar implementations or if our proprietary technologies are not sufficiently differentiated, our competitive advantage may be diminished. Additionally, if NIST or other standards bodies revise or replace the algorithms we currently employ, we may need to invest significant resources to transition to new algorithms.

We may be subject to intellectual property infringement claims by third parties, which could be costly and disruptive to our business.

The cybersecurity and post-quantum cryptography fields are characterized by extensive patent activity and frequent intellectual property disputes. Third parties may assert patent, copyright, trade secret, or other intellectual property claims against us, alleging that our technology infringes or misappropriates their intellectual property rights. Even if such claims are without merit, defending against intellectual property litigation can be expensive, time-consuming, and distracting to us. An adverse outcome in any such proceeding could require us to pay substantial damages, obtain licenses from third parties, redesign our technology, or cease using certain technologies, any of which could materially harm our business and financial condition.

Our AI and digital persona products may expose us to claims involving rights of publicity, trademarks, copyrights, voice, likeness, moral rights, and consent.

The Naoris Community Intelligence Layer may involve permissioned AI identities, AI-generated or AI-assisted digital personas, community engagement, creator and brand content, voice interactions, messages, images, analytics, and monetization workflows. These activities may require rights, licenses, approvals, and disclosures from creators, public figures, brands, fans, users, and third-party platforms. Even where we believe that we or our customers have obtained appropriate rights, third parties may challenge the scope, validity, transferability, or sufficiency of those rights. Claims involving unauthorized use of likeness, voice, copyrighted content, trademarks, training data, community data, or user-generated content could result in litigation, damages, injunctions, platform restrictions, or reputational harm. We may also face difficulty protecting product workflows, AI orchestration methods, community intelligence modules, and user interface elements associated with the Naoris Community Intelligence Layer from copying or imitation.

We may not be able to adequately protect the intellectual property associated with PetalVault, PQVPN by Naoris, and the Naoris Community Intelligence Layer.

Our product portfolio may include software code, cryptographic workflows, audit-export formats, routing and attestation logic, user interface and user experience elements, AI orchestration workflows, prompts, datasets, analytics, brand assets, domain names, and product names associated with PetalVault, PQVPN by Naoris, and the Naoris Community Intelligence Layer. Some elements rely on open standards or third-party infrastructure and may not be protectable. Other elements may be difficult to protect because competitors can independently develop similar features or because trade secrets may be exposed through customer integrations, employee departures, security incidents, or reverse engineering. We may also fail to secure trademark registrations or other protection in key jurisdictions, and because certain product names and related intellectual property may not yet be registered or filed, we may modify product names or branding before or after commercialization. If we cannot protect these assets, our competitive position may be harmed.

Our published research and open academic work may expose our proprietary methods and approaches to competitors.

We have published peer-reviewed academic research on quantum-resistant blockchain systems, blockchain protocols and edge computing targeting Industry 5.0 needs, and adoption of post-quantum cryptography and FIPS standards. While such publications demonstrate our technical expertise and may enhance our reputation, they may also disclose methodologies or approaches that competitors can use to develop competing solutions. Balancing the need for academic publication and industry recognition with the protection of our proprietary technology is an ongoing challenge, and there can be no assurance that our published research will not benefit our competitors.

Risks Related to Financial Condition and Capital Requirements

We will need to raise additional capital to fund our operations and growth, and such capital may not be available on favorable terms or at all.

We expect to require additional capital to fund our ongoing operations, product development, sales and marketing activities, and expansion into new markets. We intend to use the proceeds from this offering to advance our business objectives, but these proceeds may not be sufficient to fund our operations to the point of profitability. We may seek to raise additional capital through equity or debt financing, strategic partnerships, or other arrangements. Additional capital may not be available when needed, on terms favorable to us, or at all. If we are unable to raise additional capital when needed, we may be required to delay, reduce, or eliminate certain product development or commercialization activities, which could materially and adversely affect our business and prospects.

We have outstanding indebtedness that matures in November 2026, and the related covenants restrict our operations.

On August 28, 2026, we issued a promissory note to an unaffiliated third-party lender in the principal amount of $515,317. The note does not bear interest, but we are obligated to pay the lender an inducement fee of $50,000 in addition to the principal amount at maturity, resulting in an aggregate payment obligation of $565,317 due on November 26, 2026. If we fail to pay principal or the inducement fee when due and the failure continues for five days, an event of default will occur, and if we do not cure the default within 15 days after receiving written notice from the lender, we will be subject to an additional penalty equal to 10% of the amount due. Until the note is satisfied, we may not, without the lender’s prior written consent, incur additional indebtedness other than indebtedness that is expressly subordinated to the note or otherwise permitted, declare or pay any dividend or distribution on our capital stock, or pay expenses that are not set forth in the schedule attached to the note or otherwise mutually agreed in writing. These covenants limit our operating and financing flexibility while the note remains outstanding. If we are unable to repay the note at maturity or to obtain any required consent or waiver from the lender, the lender could exercise its remedies against us, which could materially and adversely affect our business, financial condition, and results of operations.

We are dependent on the proceeds from this offering, and a shortfall in proceeds could adversely affect our ability to execute our business plan.

We expect to use the proceeds from this offering to fund our operations, product development, sales and marketing, and other corporate purposes. If this offering does not raise the maximum offering amount, or if our expenses exceed our projections, we may not have sufficient capital to fully execute our business plan. In such circumstances, we may be required to reduce or defer certain planned activities, seek additional financing on potentially unfavorable terms, or curtail our operations, any of which could materially and adversely affect our business and prospects.

We may experience risks related to revenue concentration and customer payment terms that could adversely affect our cash flow and financial condition.

Given the early stage of our business and our focus on government and enterprise customers, we may be subject to revenue concentration risk, with a small number of customers representing a significant portion of our total revenue. Government and enterprise customers may negotiate extended payment terms, and government payment processes may be subject to delays. If any significant customer fails to pay on a timely basis, disputes amounts owed, or ceases doing business with us, our cash flow and financial condition could be materially and adversely affected.

Risks Related to This Offering and Our Securities

This is a Regulation A offering, and we will have limited reporting obligations compared to companies that conduct registered offerings under the Securities Act.

We are conducting this offering pursuant to Regulation A (Tier 2) under the Securities Act of 1933, as amended. As a Regulation A issuer, we are subject to ongoing reporting requirements under Regulation A, including the obligation to file annual reports on Form 1-K, semiannual reports on Form 1-SA, and current reports on Form 1-U with the U.S. Securities and Exchange Commission. In addition, the Company has committed to providing periodic updates, not less than on a semi-annual basis, to its investors subsequent to the consummation of this Offering on the Company’s development, financial condition and other material events in accordance with and to the extent required by Rule 257 of Regulation A. However, these reporting requirements are less extensive than those applicable to companies that are subject to the full reporting obligations of the Securities Exchange Act of 1934, as amended, including the obligation to file annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K. As a result, you will have access to less information about our company and its financial condition and operations than you would have if we were a fully reporting company. This reduced level of disclosure may make it more difficult for you to evaluate our business and make informed investment decisions.

Our founder and Chief Executive Officer will control approximately 91% of the total voting power of our capital stock following this Offering, and will therefore be able to control all matters submitted to stockholders for approval.

David Carvalho, our President, Chief Executive Officer, Founder and a member of our Board of Directors, holds all 12,897,038 outstanding shares of our Class B Common Stock. Each share of Class B Common Stock is entitled to twenty votes per share, while each share of Class A Common Stock is entitled to one vote per share, and the two classes generally vote together as a single class. As a result, immediately following the completion of this Offering, Mr. Carvalho will control approximately 91% of the total voting power of our outstanding capital stock, assuming the sale of the maximum number of Shares offered hereby. Mr. Carvalho will retain a majority of the total voting power regardless of the number of Shares sold in this Offering, and his voting control will not be diluted by the conversion of Class B Common Stock into Class A Common Stock at a one-to-one ratio only upon a transfer or at his election.

Accordingly, Mr. Carvalho will be able to control the outcome of all matters submitted to our stockholders for approval, including the election and removal of directors, amendments to our Articles of Incorporation and Bylaws, and any merger, consolidation, sale of all or substantially all of our assets or other significant corporate transaction. He may also be able to take action by written consent without a meeting of stockholders. Mr. Carvalho’s interests may differ from the interests of our other stockholders, and he may take actions that our other stockholders do not view as being in their best interests. This concentration of voting control may also have the effect of delaying, deterring or preventing a change of control of the Company, including a transaction in which holders of Class A Common Stock might otherwise receive a premium for their Shares, and may adversely affect the trading price of our Class A Common Stock.

In addition, because we will be a controlled company under the Nasdaq Listing Rules, we may in the future elect to rely on exemptions from certain corporate governance requirements, including requirements that a majority of our Board of Directors consist of independent directors. We do not currently intend to rely on these exemptions; however, if we were to do so in the future, holders of our Class A Common Stock would not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the Nasdaq Capital Market.

There is no public market for our securities, and you may not be able to sell your securities when you want or at a price that is acceptable to you.

There is currently no established public trading market for our securities. We cannot assure you that an active trading market will develop or, if developed, that it will be sustained. The absence of a public trading market means that you may not be able to sell your securities at a time or at a price that is acceptable to you. The lack of liquidity may also make it difficult for you to determine the fair market value of your securities. Your ability to dispose of your securities may be further limited by applicable federal and state securities law restrictions on the resale of securities acquired in Regulation A offerings.

You will experience immediate and substantial dilution as a result of this offering.

The offering price of our securities is substantially higher than the net tangible book value per share of our outstanding securities. As a result, investors in this offering may experience immediate and substantial dilution in the net tangible book value of their investment. This dilution means that investors in this offering will pay a price per share that is substantially greater than the amount per share of the tangible assets of the Company available for distribution to shareholders.

We may conduct future capital raises that could result in additional dilution to investors in this offering.

We expect that we will need to raise additional capital in the future to fund our operations and growth. Future capital raises may be conducted through the issuance of additional equity securities, convertible debt, or other instruments that could result in significant dilution to investors in this offering. We cannot predict the timing, amount, or terms of any future capital raises, and the terms of future financings may be more favorable to new investors than the terms of this offering. Any future issuance of equity securities or convertible instruments could reduce the percentage ownership of existing investors and could dilute the value of the securities purchased in this offering.

We will have broad discretion over the use of proceeds from this offering, and you may not agree with how we spend the proceeds.

We will have broad discretion in the application of the net proceeds from this offering and could use the proceeds in ways that you may not agree with or that do not improve our operating results or enhance the value of our securities. You will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. Our failure to apply the proceeds effectively could adversely affect our business, financial condition, and results of operations.

Listing our Shares on the Nasdaq Capital Market will increase our regulatory burden.

We have applied to have our Shares listed for trading on the Nasdaq Capital Market under the symbol “QDY.” There is no guarantee that our application will be approved in connection with this Offering. Although to date we have not been subject to the continuous and timely disclosure requirements of exchange rules, regulations and policies of the Nasdaq Capital Market, we are working with our legal, accounting and financial advisors to identify those areas in which changes should be made to our financial management control systems to manage our obligations as a public company listed on the Nasdaq Capital Market. These areas include corporate governance, corporate controls, disclosure controls and procedures and financial reporting and accounting systems. We have made, and will continue to make, changes in these and other areas, including our internal controls over financial reporting. However, we cannot assure holders of our Shares that these and other measures that we might take will be sufficient to allow us to satisfy our obligations as a public company listed on the Nasdaq Capital Market on a timely basis and that we will be able to achieve and maintain compliance with applicable listing requirements. In addition, compliance with reporting and other requirements applicable to public companies listed on the Nasdaq Capital Market will create additional costs for us and will require our time and attention. We cannot predict the amount of the additional costs that we might incur, the timing of such costs or the effects that these matters will have on our business.

The Nasdaq Capital Market may delist our Shares, which could limit investors’ ability to engage in transactions in our Shares and subject us to additional trading restrictions.

If the Nasdaq Capital Market were to delist our Shares as a result of a failure to meet its listing requirements, we could face significant material adverse consequences, including:

We will incur increased costs as a result of operating as a public company and will be required to devote substantial time to new compliance initiatives.

As a public company, particularly after we are no longer an emerging growth company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. In addition, the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, and rules implemented by the SEC and Nasdaq, impose various requirements on public companies, including requirements to file periodic and event-driven reports with respect to our business and financial condition and operations and establish and maintain effective disclosure and financial controls and corporate governance practices. We have limited experience operating a public company, which may result in operational inefficiencies or errors, or a failure to improve or maintain effective internal controls over financial reporting and disclosure controls and procedures necessary to ensure timely and accurate reporting of operational and financial results. We will need to devote a substantial amount of time to these compliance initiatives, and we may need to hire additional personnel to assist us with compliance. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time consuming and costly.

Pursuant to Section 404 of the Sarbanes-Oxley Act, we will be required to furnish a report on our ICFR, which, after we are no longer an emerging growth company, may be accompanied by an attestation report on ICFR issued by our independent registered public accounting firm if we are an “accelerated filer” or a “large accelerated filer” under the Exchange Act. To achieve compliance with Section 404 within the prescribed period, we will document and evaluate our ICFR, which is both costly and challenging. In this regard, we will need to continue to dedicate internal resources, potentially engage outside consultants, and adopt a detailed work plan to assess and document the adequacy of our ICFR, continue steps to improve control processes as appropriate, validate through testing that controls are functioning as documented, and implement a continuous reporting and improvement process for ICFR. If we or our auditors determine that there are one or more material weaknesses in our ICFR, such a determination could cause an adverse reaction in the financial markets due to a loss of confidence in the reliability of our financial statements. 

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some public company required activities more time consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and divert our time and attention from revenue generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies, regulatory authorities may initiate legal proceedings against us and our business may be harmed.

We also expect that being a public company and complying with applicable rules and regulations will make it more expensive for us to obtain director and officer liability insurance. These factors could also make it more difficult for us to attract and retain qualified executive officers and members of our Board.

We may issue additional Shares or other equity securities without shareholder approval, which would dilute the ownership interests of existing shareholders in the Company and may depress the market price of our Shares.

We may issue additional Shares or other equity securities in the future in connection with, among other things, capital raises, future acquisitions, repayment of outstanding indebtedness or grants under any equity incentive plan without shareholder approval in a number of circumstances. The issuance of additional Shares or other equity securities could have one or more of the following effects:

Our ability to meet expectations and projections in any research or reports published by securities or industry analysts, or a lack of coverage by securities or industry analysts, could result in a depressed market price and limited liquidity for our Shares.

The trading market for our Shares will be influenced by the research and reports that industry or securities analysts may publish about us, our business, our market, or our competitors. If no securities or industry analysts commence coverage of us, our share price would likely be less than that which would be obtained if we had such coverage and the liquidity, or trading volume of our Shares may be limited, making it more difficult for a shareholder to sell shares at an acceptable price or amount. If any analysts do cover us, their projections may vary widely and may not accurately predict the results we actually achieve. Our share price may decline if our actual results do not match the projections of research analysts covering us. Similarly, if one or more of the analysts who write reports on us downgrades our shares or publishes inaccurate or unfavorable research about our business, our share price could decline. If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, our share price or trading volume could decline.

We may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and share price, which could cause you to lose some or all of your investment.

We may be forced to later write down or write off assets, restructure our operations, or incur impairment or other charges that could result in losses. Unexpected risks may arise and previously known risks may materialize. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we may report charges of this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to be unable to obtain future financing on favorable terms or at all.

We do not intend to pay dividends for the foreseeable future.

We have never declared or paid any cash dividend on our Shares and do not currently intend to do so in the foreseeable future. We currently anticipate that we will retain future earnings for the development, operation and expansion of our business and do not anticipate declaring or paying any cash dividends in the foreseeable future. Therefore, the success of an investment in our Shares will depend upon any future appreciation in their value. There is no guarantee that our Shares will appreciate in value or even maintain the price at which you purchased them.

This Offering is being conducted on a “best efforts” basis and we may not be able to execute our growth strategy if the maximum offering amount is not sold.

If you invest in our Shares and less than all of the offered Shares are sold, the risk of losing your entire investment will be increased. We are offering our Shares on a “best efforts” basis and we can give no assurance that all of the offered Shares will be sold. If less than the maximum offering amount of Shares are 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 the net proceeds of this Offering. No assurance can be given to you that any funds will be invested in this Offering other than your own.

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 shares 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 the Shares 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 without the input of an investment bank or other third party. The fixed offering price for the Shares 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 the Shares may not be supported by the current value of our Company or our assets at any particular time.

As our initial public offering price is substantially higher than our net tangible book value per share, you will experience immediate and substantial dilution.

If you purchase Shares in this Offering, you will pay more for your Shares than the amount paid by our existing stockholders for their shares on a per share basis. As a result, you will experience immediate and substantial dilution in net tangible book value per share in relation to the price that you paid for your Shares. In addition, you will experience further dilution to the extent that we issue Shares upon the exercise of any warrants, including the Agent Warrants issued in this Offering, or exercise of stock options under any stock incentive plans. See “Dilution” for a more complete description of how the value of your investment in our Shares will be diluted upon completion of this Offering.

We recently effected a reverse stock split of both classes of our Common Stock, and the reverse stock split may not achieve its intended effect.

On July 21, 2026, we effected a reverse stock split of our issued and outstanding Class A Common Stock and Class B Common Stock at a ratio of one-for-1.511975021. The reverse stock split applies equally to both classes of our Common Stock and was approved by our Board of Directors and by the holders of our Class A Common Stock and Class B Common Stock, voting together as a single class. Although we obtained the required corporate approvals, there can be no assurance that the reverse stock split will achieve its intended purpose of supporting our anticipated offering price or satisfying the initial listing requirements of the Nasdaq Capital Market. The reverse stock split reduces the number of outstanding shares of our Common Stock, which could adversely affect the liquidity and trading market for our Class A Common Stock. In addition, because any fractional shares resulting from the reverse stock split will be rounded up to the nearest whole share, the reverse stock split will result in a small increase in the aggregate number of shares outstanding relative to a precise application of the split ratio. If we had been unable to obtain the requisite stockholder approval for the reverse stock split, we may not have been able to satisfy the listing standards of the Nasdaq Capital Market on our anticipated timeline, if at all.

Using a credit card to purchase Shares may impact the return on your investment as well as subject you to other risks inherent in this form of payment.

Investors in this Offering may have the option of paying for their investment with a credit card, which is not usual in the traditional investment markets. Transaction fees charged by your credit card company (which can reach 5% of transaction value if considered a cash advance) and interest charged on unpaid card balances (which can reach almost 25% in some states) add to the effective purchase price of the Shares you buy. The cost of using a credit card may also increase if you do not make the minimum monthly card payments and incur late fees. Using a credit card is a relatively new form of payment for securities and will subject you to other risks inherent in this form of payment, including that, if you fail to make credit card payments (e.g. minimum monthly payments), you risk damaging your credit score and payment by credit card may be more susceptible to abuse than other forms of payment. Moreover, where a third-party payment processor is used, as in this Offering, your recovery options in the case of disputes may be limited. The increased costs due to transaction fees and interest may reduce the return on your investment.

The SEC’s Office of Investor Education and Advocacy issued an Investor Alert dated February 14, 2018, entitled: Credit Cards and Investments – A Risky Combination, which explains these and other risks you may want to consider before using a credit card to pay for your investment.

Forward-looking statements in this Offering Circular may not accurately predict our future performance, and our actual results may differ materially from our projections.

This Offering Circular contains forward-looking statements that involve significant risks and uncertainties. These forward-looking statements are based on our current expectations, estimates, and projections about our business and industry, and reflect our beliefs and assumptions as of the date of this Offering Circular. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including the risks described in this “Risk Factors” section. We caution you not to place undue reliance on any forward-looking statements, which speak only as of the date on which they were made. We undertake no obligation to update or revise any forward-looking statements, except as required by applicable securities laws. 

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS

This Offering Circular contains forward-looking statements. In addition, from time to time, we or our representatives may make forward-looking statements orally or in writing. We base these forward-looking statements on our expectations and projections about future events, which we derive from the information currently available to us. Such forward-looking statements relate to future events or our future performance, including: our financial performance and projections; our growth in revenue and earnings; and our business prospects and opportunities. You can identify forward-looking statements by those that are not historical in nature, particularly those that use terminology such as “may,” “should,” “expects,” “anticipates,” “contemplates,” “estimates,” “believes,” “plans,” “projected,” “predicts,” “potential,” or “hopes” or the negative of these or similar terms. In evaluating these forward-looking statements, you should consider various factors, including: our ability to change the direction of the Company; our ability to keep pace with new technology and changing market needs; and the competitive environment of our business. These and other factors may cause our actual results to differ materially from any forward-looking statement. Forward-looking statements are only predictions. The forward-looking events discussed in this document and other statements made from time to time by us or our representatives, may not occur, and actual events and results may differ materially and are subject to risks, uncertainties and assumptions about us. We are not obligated to publicly update or revise any forward-looking statement, whether as a result of uncertainties and assumptions, the forward-looking events discussed in this document and other statements made from time to time by us or our representatives might not occur.

While we believe we have identified material risks, these risks and uncertainties are not exhaustive. Other sections of this Offering Circular describe additional factors that could adversely impact our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible to predict all risks and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Some of the factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements in this Offering Circular include, without limitation:

Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. We are under no duty to update any of these forward-looking statements after the date of this Offering Circular to conform our prior statements to actual results or revised expectations, and we do not intend to do so.

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

We caution you not to place undue reliance on the forward-looking statements, which speak only as of the date of this Offering Circular.

USE OF PROCEEDS

Assuming we sell the maximum offering amount of $24,000,000, we estimate that the net proceeds from the sale of the Shares in this Offering will be approximately $21,487,700, after deducting selling agent commissions and estimated Offering expenses.

We intend to use the net proceeds from this Offering for the following purposes: (i) capital expenditures, (ii) working capital and general corporate purposes, (iii) marketing expenditures and (iv) research and development expenses. Our principal intended uses include cloud infrastructure; equipment and node infrastructure; expansion of our sales, operations, and finance teams; research and product engineering; marketing and demand generation; and working capital and other general corporate purposes. Notwithstanding the foregoing, we and the Lead Selling Agent are offering the Shares on a “best efforts” basis and are not required to sell any specific number or dollar amount of Shares in this Offering. As such, we and the Lead Selling Agent may sell less than the maximum number of Shares offered hereby, and we may receive net proceeds of less than $21,487,700.

A portion of research and development expenses, capital expenditures, marketing expenditures, and working capital may be allocated to post-development hardening, customer deployments, and commercial rollout of application-layer products built on top of the Company IP, including PetalVault, PQVPN by Naoris, and the Naoris Community Intelligence Layer. These expenditures may include product engineering, maintenance, customer-specific integrations, security testing, independent audits, compliance analysis, customer onboarding, sales enablement, and product-specific infrastructure. Actual allocations will depend on the proceeds raised, market feedback, customer demand, technical progress, regulatory review, and our assessment of priorities. The following table sets forth a breakdown of our estimated use of our gross proceeds.

We believe that the expected net proceeds from this Offering, together with our existing cash and cash equivalents, will be sufficient to fund our operations at our current and planned rate of expenditure for at least 10 months following a closing if we raise the Minimum Offering Amount, and for at least 15 months following a closing if we raise the Maximum Offering amount, although we cannot assure you that this will occur.

The expected use of the net proceeds from this Offering represents our intentions based upon our current plans, financial condition and business conditions. Predicting the cost to be used in Naoris Quantum Protocol Inc.’s businesses can be difficult and the amounts and timing of their actual expenditures may vary significantly depending on numerous factors including the status of our development efforts, sales and marketing activities and the amount of cash generated or used by our operations. We may find it necessary or advisable to use portions of the proceeds for other purposes. As a result, we will retain broad discretion over the allocation of the net proceeds from this Offering.

We will not close this Offering until we can establish that the Offering meets the Minimum Listing Standards, however, we cannot assure that all or any portion of the Class A Common Stock will be sold.

DETERMINATION OF OFFERING PRICE

Prior to the Offering, there has been no public market for the Shares. The initial public offering price has been determined by negotiation between us and R.F. Lafferty. The principal factors considered in determining the initial public offering price include:

DIVIDEND POLICY

We have never paid dividends on our Shares. We currently intend to retain all available funds and any future earnings to support operations and to finance the growth and development of our business. As such, we do not intend to declare or pay cash dividends on our Shares in the foreseeable future. Any future determination to pay dividends will be made at the discretion of our Board of Directors subject to applicable laws and will depend upon, among other factors, our earnings, operating results, financial condition and current and anticipated cash needs. In addition, the promissory note we issued on August 28, 2026 prohibits us from declaring or paying any dividend or making any distribution with respect to our capital stock, other than dividends or distributions payable in capital stock, without the prior written consent of the lender for so long as the note remains outstanding. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.” Our future ability to pay cash dividends on our Shares may also be limited by the terms of any then-outstanding debt or preferred securities.

CAPITALIZATION

As of March 31, 2026, the Company had:

The following table sets forth our cash and cash equivalents, debt, and capitalization as of March 31, 2026:

You should read the following table in conjunction with the sections entitled “Use of Proceeds” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our financial statements and the related notes thereto included elsewhere in this Offering Circular.

DILUTION

As of March 31, 2026, after giving effect to the Reverse Stock Split, an aggregate of 27,447,543 shares of Common Stock were issued and outstanding, consisting of 14,550,505 shares of Class A Common Stock and 12,897,038 shares of Class B Common Stock. The dilution information presented below is derived from our balance sheet as of March 31, 2026 included elsewhere in this Offering Circular and, other than the Reverse Stock Split, does not give effect to any change in our capitalization after that date.

If you invest in our Class A Common Stock, your ownership interest will be diluted to the extent of the difference between the initial public offering price per share of our Class A Common Stock and the as adjusted net tangible book value per share of our Common Stock (Class A Common Stock and Class B Common Stock) immediately after this Offering.

Our net tangible book value as of March 31, 2026, after giving effect to the Reverse Stock Split, was approximately $(586,600), or $(0.02) per share of Common Stock. If the Maximum Offering, at an offering price of $4.00 per share of Class A Common Stock, is sold in this Offering, after deducting approximately $1,440,000 in selling agent commissions and $1,072,300 in other offering expenses, our as adjusted net tangible book value as of March 31, 2026 would have been approximately $20,901,100, or $0.62 per share of Common Stock. This amount represents an immediate increase in net tangible book value of $0.65 per share of Common Stock to our existing shareholders, and an immediate dilution in as adjusted net tangible book value of approximately $3.38 per share of Class A Common Stock to new investors purchasing Class A Common Stock in this Offering at a price of $4.00 per Share.

Net tangible book value¹ per Share represents our total tangible assets, which are total assets less our intangible assets, less our total liabilities, divided by the number of outstanding Shares.

Dilution represents the difference between the amount per Share paid by investors in this Offering and the as adjusted net tangible book value per share of our Common Stock after the Offering. The following table illustrates the approximate dilution in as adjusted net tangible book value per Share to new investors as of March 31, 2026, after giving effect to the Reverse Stock Split, as adjusted to give effect to the sale of the maximum amount of our Shares in this Offering, after deducting selling agent commissions, investor fee and other offering expenses. 

BUSINESS

Overview

Naoris Quantum Protocol Inc. (the “Company,” “we,” “us,” “our”) is a post-quantum digital trust infrastructure company that has developed a distributed trust validation platform designed to provide continuous, verifiable digital trust for critical infrastructure and enterprise systems. We conceived the Distributed Cybersecurity Mesh Architecture (dCSMA) in 2018 following discussions with the late Lt. Gen. Kjell Grandhagen, former Chief of the Norwegian Intelligence Service (2010–2016) and Chairman of the NATO Military Intelligence Committee (2015–2016), who identified the centralized cybersecurity model as fundamentally flawed. Our response was to invert the cybersecurity paradigm: rather than defending networks from a central point that adversaries can target, we convert every connected device into a trusted security validator that continuously verifies the integrity of every other device through distributed cryptographic consensus, making networks stronger as they grow. This approach has been independently identified as a pioneering effort in distributed cybersecurity mesh architecture by academic researchers conducting a PRISMA systematic review that screened 337 records in the field (Ramos-Cruz et al., Neurocomputing, Elsevier, 2024). Our core technology, the Naoris Protocol (“Naoris Protocol”), operates as a foundational trust layer that continuously validates systems, identities, devices, and data, and is designed to be quantum secure from inception. The Naoris Protocol operates below security tools, below cloud infrastructure, and above hardware, providing a unified validation layer that enables provable trust and continuous protection across fragmented systems.

Our platform addresses a fundamental shift in cybersecurity requirements: modern infrastructure can no longer merely assume trust but must prove it continuously. This shift is driven by several converging factors, including the ability of artificial intelligence to compromise identity, data origin, and system assumptions; the threat that quantum computing poses to the long-term viability of existing cryptography; the systemic risk created by centralized security architectures; and the recognition that compliance alone does not guarantee trust.

Since 2018, we have advanced this architecture through eight years of continuous research and development to integrate three proprietary technology layers that we believe differentiate our platform: (i) Distributed Proof of Security (dPoSec), a proprietary consensus mechanism purpose-built for cybersecurity, where devices validate each other’s integrity in real time through cryptographic attestation; (ii) Sub-Zero Layer Architecture, which operates beneath existing blockchain layers (L0-L2), cloud infrastructure, and security tools, functioning as a foundational trust fabric that strengthens existing systems rather than competing with them; and (iii) Distributed Swarm AI, a distributed artificial intelligence system that detects, responds to, and coordinates defense against threats across the entire mesh in real time, using collaborative machine learning. These technologies form our Trust Mesh: a self-validating, decentralized security infrastructure secured by NIST-standardized post-quantum cryptography (ML-DSA, formerly CRYSTALS-Dilithium, FIPS 204) and key encapsulation mechanisms aligned with NIST, NATO, and ETSI standards. The architecture is designed to operate within each client’s infrastructure; all security data and consensus processes run exclusively on the client’s own devices and systems, with no dependency on external servers, third-party data custody, or centralized control. This sovereign-by-design model enables deployment across on-premise, air-gapped, hybrid, and sovereign cloud environments under national governance frameworks. In addition, Naoris incorporates a Bring Your Own Cryptography (BYOC) innovation layer—a modular cryptographic abstraction positioned between the blockchain protocol and underlying cryptographic primitives. This mid-layer architecture enables clients to integrate and migrate to alternative cryptographic standards over time, including future post-quantum algorithms, without requiring a disruptive “rip-and-replace” of infrastructure or a hard fork of the network.

Our platform is designed for deployment across multiple environments, including on-premises installations, sovereign cloud deployments, hybrid configurations, and air-gapped environments, providing the same intended trust validation capabilities across all deployment models. This flexibility enables us to serve government and enterprise customers who require sovereignty over their trust infrastructure and data.

We intend to use Naoris Protocol as the foundational infrastructure layer for application-specific products. The initial product ecosystem includes PetalVault, PQVPN by Naoris, and the Naoris Community Intelligence Layer, each of which we currently consider sufficiently developed for customer or partner deployment discussions. Each product is built on or designed to use Naoris infrastructure for trust validation, post-quantum cryptographic controls, identity or data attestation, auditability, and distributed resilience while addressing a specific use case: Bitcoin ownership evidence and audit workflows, secure post-quantum routing, and trust-validated AI community intelligence and engagement workflows. Commercialization of each product remains subject to the matters described under “Risk Factors.”

Industry Background

Digital trust is fundamentally a validation problem. Modern infrastructure assumes trust rather than proving it continuously, creating systemic vulnerabilities that are increasingly exploited by sophisticated threat actors. Advances in artificial intelligence and the emergence of quantum computing are simultaneously accelerating both the capabilities of attackers and the obsolescence of existing cryptographic defenses. We believe that a new foundational approach to digital trust—one that is decentralized, client-controlled, and quantum-secure by design—is required to protect critical infrastructure including entities that have any form of digital footprint in this evolving threat landscape.

Trust has fundamentally broken down across digital systems. Artificial intelligence breaks identity, data origin, and system assumptions, enabling attackers to operate with unprecedented speed and sophistication. Quantum computing threatens the long-term viability of existing cryptography, rendering current encryption methods potentially vulnerable to future attacks. Centralized security architectures create systemic risk, where a single point of failure can cascade across entire networks. Compliance alone does not guarantee trust. In this environment, trust can no longer be assumed—it must be proven continuously.

Stakes are high for organizations operating critical infrastructure and for sophisticated threat actors seeking to exploit them. The exponential growth of connected systems, sensitive data, and digital transformation initiatives has simultaneously made governments, financial institutions, and enterprises the targets of highly sophisticated cybercriminals and nation-state actors. These adversaries seek to exfiltrate data to steal intellectual property, destroy data to disrupt operations, or encrypt data to demand ransom. AI-powered attacks increase attack speed and scale, compressing the time organizations have to detect and respond to threats. As a result, solutions that strengthen digital trust and provide continuous validation across systems, data, and communications have become a top-level priority for organizations responsible for critical and regulated infrastructure.

Tectonic shifts in technology require a new trust architecture. The following fundamental changes in the technology landscape have left organizations increasingly vulnerable:

The convergence of AI threats, quantum computing, regulatory mandates, and infrastructure complexity has created an urgent need for a fundamentally new approach to digital trust. Organizations responsible for critical systems, national data, or continuous operations require solutions that provide continuous, verifiable trust across systems, data, and communications without central points of failure. They need infrastructure that is post-quantum secure by design, decentralized to eliminate systemic risk, and capable of operating across sovereign, enterprise, and hybrid deployment models. Out of necessity, organizations are demanding solutions that work across legacy and modern systems, improve resilience and uptime, and provide long-term protection against currently anticipated quantum threats.

Limitations of Existing Solutions

Traditional cybersecurity approaches have failed both to prevent and to support recovery from increasingly sophisticated cyberattacks. The central problem with legacy antivirus and human-powered endpoint detection and response (“EDR”) is that both rely on linear human effort to defend against the exponential growth of cyber threats. Legacy signature-based products are designed to detect attacks that are already catalogued but are not capable of preventing unknown threats or stopping associated breaches. By the time indicators of compromise (“IOCs”) are located, all they provide is evidence of compromise or breach that may have already resulted in substantial losses to the victim.

Organizations face an acute shortage of skilled cybersecurity talent. Approximately four million additional professionals are needed today to adequately defend organizations against cyberattacks worldwide. This is further aggravated by the large number of security solutions that companies have deployed over time, many of which generate large volumes of alerts that security teams have to sift through.

On-premise security architectures are constrained—siloed, lacking integration, and having limited ability to collect, process, and analyze vast amounts of data. Legacy vendors often deploy more agents to the endpoint as they layer on a patchwork of additional point product capabilities, burdening endpoints by consuming additional storage space, memory, and processor capacity, degrading end user experience without providing effective security. Many on-premise vendors have introduced cloud offerings by putting their on-premise products in the cloud, but such single-tenant products were not designed to run in the cloud and therefore continue to be siloed, lack integration, and possess limited scalability.

Existing security products primarily focus on prevention, detection, and investigation of security threats to infrastructure—perimeter, network, applications, endpoints, and identity—but lack visibility into business data. Existing backup and recovery solutions focus on creating copies of data for recovery from human errors and operational disruptions, but the data remains vulnerable to security breaches and malicious insiders. The gap between security and backup and recovery leaves organizations vulnerable to cyberattacks.

Our Solutions

We have developed a distributed trust validation layer that provides continuous, verifiable trust across systems, data, and communications without central points of failure. Unlike traditional security tools that assume trust, Naoris enforces trust continuously through cryptographic validation.

Naoris is not limited to a single vertical application. We expect to make the protocol available through core infrastructure deployments and through productized modules that use the Trust Mesh to validate identity, devices, data origin, permissions, routing paths, attestations, and audit records.

Our Products and Services

We deliver the Naoris Protocol, a post-quantum trust layer designed to provide continuous, verifiable digital trust for critical infrastructure systems. Our platform continuously validates systems, identities, devices, and data, and is post-quantum secure by design. Naoris Protocol operates below security tools, below cloud, and above hardware, functioning as a foundational trust layer that strengthens existing systems rather than replacing them.

Our platform addresses the fundamental challenge facing modern organizations: traditional security architectures assume trust rather than proving it continuously. Before Naoris Protocol, organizations operated with fragmented systems, assumed trust, and reactive security. With Naoris Protocol, organizations achieve unified validation, provable trust, and continuous protection. Trust is no longer assumed—it is enforced.

We have designed our platform to be deployed across multiple environments designed for sovereign and enterprise requirements, including on-premise, sovereign cloud, hybrid, and air-gapped deployments. Each deployment model is intended to provide the same trust validation capabilities.

Naoris Product Ecosystem

Naoris Protocol serves as the underlying infrastructure for a product ecosystem designed to translate post-quantum trust validation into specific workflows. These products are built on or integrate with the Trust Mesh, dPoSec validation, post-quantum cryptographic primitives, and Naoris audit and attestation capabilities. The products may be offered directly, through enterprise deployments, or through partnerships, and may change as technical, regulatory, and market requirements evolve.

Core Naoris Protocol.

The core Naoris Protocol is the foundational trust layer for continuous validation of systems, identities, devices, data, and infrastructure state. It is designed to operate across on-premise, sovereign cloud, hybrid, and air-gapped environments and to strengthen existing infrastructure without requiring customers to replace existing systems.

PetalVault.

We currently consider PetalVault to be sufficiently developed for customer or partner deployment discussions as a post-quantum ownership evidence and audit product for Bitcoin-related workflows. It is designed for institutional custodians, insurance underwriters, compliance teams, and regulated Bitcoin holders that need a method to create cryptographic evidence associated with a Bitcoin address before potential future quantum threats. PetalVault is designed to operate without modifying Bitcoin’s protocol, requiring a fork, or requiring holders to move funds. Its architecture may include in-browser post-quantum key generation, classical Bitcoin ownership verification, a Bitcoin mainnet OP_RETURN commitment, audit-export records, recurring attestation workflows, and an additional validation layer through Naoris Protocol validator infrastructure. PetalVault remains subject to customer-specific integration, independent security review, independent security audit completion where applicable, and market and regulatory adoption.

PQVPN by Naoris.

PQVPN by Naoris is a distributed post-quantum virtual private network and secure routing product that we currently consider sufficiently developed for customer or partner deployment discussions and that is designed to provide trust-validated data-in-transit protection across a distributed mesh of nodes. PQVPN by Naoris is intended to augment existing secure service edge, ZTNA, VPN, and routing investments rather than replace them. It may include endpoint clients, route selection, node attestation, post-quantum path integrity, policy-based routing, and management or audit outputs for regulated networks. Deployment models may include managed service, private tenant, and sovereign on-premise configurations, subject to customer requirements and regulatory considerations.

Naoris Community Intelligence Layer.

The Naoris Community Intelligence Layer is an AI-enabled, trust-validated community intelligence and engagement layer built on top of the Company IP that we currently consider sufficiently developed for customer or partner deployment discussions. The product is designed to allow creators, brands, enterprises, public figures, sports and entertainment organizations, education providers, media franchises, and communities to manage permissioned AI identities and community interactions across digital channels while generating consent-based analytics and engagement intelligence. Its modules may include: (i) AI identity and relationship management, (ii) permissioned community intelligence and analytics, (iii) cross-platform communication and campaign operations, (iv) marketplace, membership, and monetization workflows, and (v) consent, provenance, access control, and auditability functions leveraging Naoris trust infrastructure. We intend for the Naoris Community Intelligence Layer to demonstrate a broader application of Naoris infrastructure beyond core cybersecurity by applying distributed trust validation and post-quantum cryptographic design principles to AI-mediated community data and digital identity workflows. Although we currently consider the product sufficiently developed for customer or partner deployment discussions, commercialization remains subject to the matters described under “Risk Factors.”

All of these products are built on or integrated with Naoris infrastructure. We may change, discontinue, delay, rebrand, or reprioritize any product or module based on technical results, security findings, customer demand, regulatory feedback, capital availability, or strategic considerations.

Key Benefits of Our Platform

Naoris Protocol is designed for sovereign and enterprise environments. Our platform supports multiple deployment models, including on-premise, sovereign cloud, hybrid, and air-gapped environments. We provide the same intended trust validation capabilities across all deployment models. Key benefits of our platform include:

Our Market Opportunity

We believe we are positioned at the intersection of several large and rapidly growing markets driven by the convergence of quantum computing threats, AI-accelerated cyberattacks, and increasing regulatory mandates for cryptographic modernization. Our platform addresses not only cybersecurity but the broader markets for operational resilience, data integrity, digital trust, compliance automation, device attestation, digital identity, confidential computing, and post-quantum cryptography—markets that are converging into a unified trust infrastructure layer. Gartner named digital provenance a Top 10 Strategic Technology Trend for 2026, and identified preemptive cybersecurity, AI security platforms, and digital trust as defining themes for the coming decade.

Our application-layer products also may enable us to pursue use cases within digital asset ownership evidence, secure routing and data-in-transit protection, and AI-mediated community intelligence and engagement. We have not included separate market-sizing estimates for these application-layer products unless independently verified, and despite our development assessment, our ability to monetize these products remains uncertain and subject to the risks described in this Offering Circular.

Market Convergence and Platform Opportunity. Our platform addresses a broad and converging set of markets spanning cybersecurity, operational resilience, data integrity, digital trust, compliance automation, and post-quantum cryptographic infrastructure. Rather than competing in a single software category, Naoris Protocol operates as a horizontal trust infrastructure layer—comparable to how CrowdStrike defines its total addressable market across nine independently sized, non-overlapping security categories totaling $149 billion (CrowdStrike Q4 FY2026 Investor Presentation, CY2026), or how Palo Alto Networks frames its $110 billion TAM across three platform pillars (Palo Alto Networks investor disclosures, referencing Gartner forecasts). All market figures cited below are from named, independent third-party research firms.

Cybersecurity Market Size and Growth. The global cybersecurity market was approximately $218.98 billion in 2024 and is projected to reach $699.39 billion by 2034, growing at a CAGR of approximately 13.8% according to Fortune Business Insights. Gartner projects $213 billion in 2025 rising to $323 billion by 2029 (Gartner, “Forecast: Information Security, Worldwide, 2023–2029,” 2Q25 Update). IDC projects $377 billion by 2028 at 12.2CAGR (IDC Worldwide Security Spending Guide, March 2025). Forrester projects $302.5 billion by 2029 at a 14.4% CAGR (2024–2029). Grand View Research sizes the market at $271.9 billion in 2025, growing to $663.2 billion by 2033 at 11.9% CAGR. MarketsandMarkets projects $351.92 billion by 2030 at 9.1% CAGR. These figures represent the broadest revenue pool from which our solutions draw.

Data Governance and Integrity Market. Data governance and integrity have become board-level priorities, driven by AI training data requirements and regulatory mandates. The data governance market reached $5.38 billion in 2025, projected to $24.07 billion by 2034 at 20.50% CAGR (Fortune Business Insights). Data observability stands at $3.15 billion in 2025, growing to $6.03 billion by 2031 at an 11.42% CAGR (Mordor Intelligence).

Digital Trust and Provable Data Market. We believe this market category is most directly aligned with our core value proposition. Gartner identified digital provenance as a Top 10 Strategic Technology Trend for 2026, predicting that by 2029, enterprises that fail to adequately invest in digital provenance capabilities may face sanction risks potentially reaching billions of dollars. According to Precedence Research, the digital trust market was estimated at $110.47 billion in 2025 and is projected to reach $325.34 billion by 2035, representing an 11.41% CAGR. MarketsandMarkets estimates the AI governance sub-market is growing at a 45.3% CAGR, from $0.89 billion in 2024 to $5.78 billion by 2029. Grand View Research estimates that the AI Trust, Risk and Security Management (AI TRiSM) market reached $2.34 billion in 2024 and is projected to reach $7.44 billion by 2030, representing a 21.6% CAGR. Gartner predicts that by 2028, more than 50% of enterprises will use AI security platforms. According to The Business Research Company, the content authenticity and provenance (C2PA) market is projected at $1.63 billion in 2025, growing to $5.12 billion by 2030, representing a 25.6% CAGR. The EU AI Act Article 50 transparency obligations, enforceable as of August 2, 2026, are expected to create mandatory demand for content provenance and attestation infrastructure.

Operational Resilience and Compliance Automation. According to Research and Markets, the critical infrastructure protection market was estimated at $153.93 billion in 2025 and is projected to reach $197.13 billion by 2030, representing a 5.1% CAGR. The Digital Operational Resilience Act (DORA), mandatory since January 17, 2025, covers approximately 22,000 EU financial entities, with dedicated penalty mechanisms, including periodic penalty payments on designated critical ICT third-party providers of up to 1% of average daily worldwide turnover, and member-state-set penalties for financial entities. NIS2 expanded its scope to cover approximately 160,000 entities across 18 sectors. According to MarketsandMarkets (January 2026), eGRC software was estimated at $20.56 billion in 2025 and is projected to reach $39.99 billion by 2030, representing a 14.2% CAGR. Grand View Research estimates the RegTech market at $24.34 billion in 2025, projected to reach $112.10 billion by 2033, representing a 21.1% CAGR. According to Fenergo, regulators worldwide issued $4.6 billion in financial-crime enforcement penalties against financial institutions in 2024, and penalty structures across the EU framework may reach up to 7% of global turnover under the AI Act for prohibited-practice violations (Article 50 transparency breaches carry a lower tier of up to 3% of worldwide annual turnover or €15 million).

IoT Security, Device Trust, and Digital Identity. According to MarketsandMarkets (March 2026), IoT security was estimated at $28.67 billion in 2025 and is projected to reach $80.30 billion by 2031, representing an 18.7% CAGR. MarketsandMarkets estimates that digital identity solutions reached $44.20 billion in 2025 and are projected to grow to $132.14 billion by 2031, representing a 20.0% CAGR. The EU requires each member state to issue an interoperable digital identity wallet by December 2026 under eIDAS 2.0. Industry estimates indicate that approximately 21 billion IoT devices were connected as of year-end 2025, with that figure expected to grow to approximately 39 billion by 2030 (IoT Analytics); many of these devices utilize firmware that cannot be easily updated.

Confidential Computing and Post-Quantum Cryptography. According to MarketsandMarkets, the confidential computing market is projected to grow from $5.3 billion in 2023 to $59.4 billion by 2028, representing a 62.1% CAGR. According to MarketsandMarkets (October 2025), the post-quantum cryptography market is projected to grow from $0.42 billion in 2025 to $2.84 billion by 2030, representing a 46.2% CAGR. Grand View Research provides a higher estimate, projecting growth from $1.6 billion in 2025 to $20.5 billion by 2033, representing a 37.8% CAGR. NIST finalized the first three post-quantum cryptography standards (FIPS 203, 204, and 205) on August 13, 2024. NSA CNSA 2.0 mandates that all new National Security System acquisitions be quantum-safe by January 1, 2027, with full enforcement required by 2035. According to the ONCD July 2024 Report on Post-Quantum Cryptography, the White House has estimated approximately $7.1 billion (in 2024 dollars) for federal PQC migration between 2025 and 2035.

Composite Total Addressable Market. Using independently defined, non-overlapping market categories from named third-party research firms—following the methodology employed by CrowdStrike ($149 billion TAM across nine categories, Q4 FY2026 Investor Presentation), Palo Alto Networks ($110 billion across three platform pillars, FY2025 10-K), and Fortinet (2029 addressable markets totaling over $300 billion across three pillars per Gartner December 2025 forecasts, including $166 billion for AI-driven security operations)—we estimate our composite TAM encompasses: cybersecurity ($30.92 billion, Mordor Intelligence); eGRC and compliance software ($20.56 billion, MarketsandMarkets); digital identity solutions ($44.20 billion, MarketsandMarkets); IoT security and device trust ($28.67 billion, MarketsandMarkets); confidential computing and privacy-enhancing technologies ($14.28 billion, Mordor Intelligence); RegTech ($24.34 billion, Grand View Research); and post-quantum cryptography ($0.88 billion, Mordor Intelligence). These market categories may include some degree of overlap, and it is not possible to precisely quantify the extent of overlap across independently defined market categories. All projected figures are forward-looking estimates derived from third-party research firms and are subject to the risks and uncertainties described in the section entitled “Risk Factors.”

Application-Layer Product Markets. Beyond the eight non-overlapping pillars described above, our application-layer products may address additional adjacent market categories. We have not included these application-layer product markets within our composite total addressable market estimate above to avoid double-counting and because monetization within these categories remains subject to commercialization, customer adoption, and the other risks described in this Offering Circular. All market figures cited below are from named, independent third-party research firms.

Secure Routing, Virtual Private Network, and Zero Trust Network Access. According to Mordor Intelligence, the global virtual private network market is projected to grow from $70.46 billion in 2026 to $142.06 billion by 2031, representing a 15.05% CAGR (Mordor Intelligence, January 2026). According to MarketsandMarkets, the zero trust network access (ZTNA) market is projected to grow from $1.34 billion in 2025 to $4.18 billion by 2030, representing a 25.5% CAGR (MarketsandMarkets, October 2025). Mordor Intelligence separately measures a broader ZTNA market, inclusive of secure service edge (SSE) and secure access service edge (SASE) frameworks, reaching $47.45 billion in 2026 and projected to reach $109.48 billion by 2031 at a 18.20% CAGR (Mordor Intelligence, September 2025). We believe PQVPN by Naoris may be positioned within these market categories if it achieves commercial adoption, with potential differentiation from post-quantum path integrity, node attestation, and trust-validated routing under our Trust Mesh infrastructure.

Digital Asset Custody and Bitcoin Ownership Evidence. According to 360iResearch, the global crypto custody provider market was estimated at $3.28 billion in 2025 and is projected to reach $7.74 billion by 2032, representing a 13.05% CAGR. According to Grand View Research, the broader digital asset custody market, measured by assets under custody, was estimated at $683.38 billion in 2024 and is projected to reach $4,378.84 billion by 2033, representing a 23.6% CAGR. According to Research and Markets, the digital asset custody market is projected to grow from $708.09 billion in 2025 to $1.59 trillion by 2030 at a 17.6% CAGR. We believe PetalVault is positioned to address ownership-evidence, proof-of-reserves support, custodian audit-export workflows, and post-quantum cryptographic evidence layers within these market categories.

Digital Human, AI Avatar, and Permissioned AI Identity. According to Market Research Future, the global digital human (AI avatars) market was approximately $9.73 billion in 2025 and is projected to reach $155.29 billion by 2035, representing a 31.92% CAGR. According to MarketsandMarkets, the AI avatar market is projected to grow at a 33.1% CAGR from 2025 to 2032. According to Mordor Intelligence, the United States digital avatar market alone is estimated at $5.82 billion in 2025 and is projected to reach $22.47 billion by 2030, representing a 21.43% CAGR. We believe the Naoris Community Intelligence Layer is positioned within these market categories and within adjacent permissioned AI identity, consent-based analytics, and content authenticity and provenance categories already described in this Offering Circular.

Our Target Customers and Markets

We are designed for operators of critical and regulated infrastructure. Our target customers include government and public sector entities, finance and critical financial infrastructure operators, defense and national security organizations, large enterprises, transportation and logistics companies, energy and utility operators, and telecommunications providers and small and medium-sized enterprises (SMEs).

From January 31 to November 12, 2025, prior to the Company’s incorporation on February 3, 2026, a public testnet with incentivized participation was operated to validate the technical scalability of the platform. During this program, over 100 million post-quantum cryptographic validations secured by NIST ML-DSA (formerly CRYSTALS-Dilithium) were observed across a network of over 1 million connected endpoint nodes, with over 3 million registered digital identities and over 600 million integrity enforcement events. These metrics were generated in an incentivized testing environment with points-based rewards for participation, during a period preceding the Company’s date of inception, and are not reflected in the Company’s financial statements. They do not represent commercial deployments, paying customers, or production performance. No assurance can be given that testnet participation will translate to commercial adoption. We continue to target operators of critical and regulated infrastructure across multiple primary sectors.

We believe our platform is applicable to any organization responsible for critical systems, national data, or continuous operations.

Marketing Strategy

Our marketing strategy is focused on targeted engagement within regulated and mission-critical infrastructure markets. We prioritize organizations operating critical systems where post-quantum migration, operational resilience, and digital sovereignty are strategic considerations.

Given the complexity of our platform and the procurement processes typical of government and regulated enterprise customers, our marketing efforts emphasize direct enterprise engagement, technical education, and regulatory alignment rather than broad-based advertising.

We utilize an account-based approach focused on selected organizations within government, financial infrastructure, defense, energy, telecommunications, transportation, and large enterprise sectors. Engagement may include executive briefings, technical workshops, architecture reviews, and pilot discussions. Sales cycles in these markets are often extended and subject to procurement procedures, regulatory review, budget approval, and competitive evaluation processes.

We may participate in industry conferences, standards discussions, and cybersecurity forums to support market education regarding post-quantum cryptography and decentralized trust architectures. Participation in such activities does not imply regulatory endorsement or approval.

Our modular architecture allows prospective customers to evaluate individual components of our platform independently, which may support phased adoption strategies depending on customer requirements and procurement approval.

For application-layer products, our marketing approach may vary by product. Marketing may include institutional discovery sessions, commercial deployment discussions, custodian and auditor workflows, enterprise secure routing evaluations, regulated network deployments, privacy-focused deployment evaluations, and creator, brand, enterprise community, and platform partnerships. Marketing for the Naoris Community Intelligence Layer would emphasize permissioned AI identity, consent management, data rights, provenance, AI governance, auditability, and Naoris trust infrastructure. Each such marketing effort remains subject to legal review, regulatory considerations, customer-specific integration requirements, and available resources.

Growth Strategy

Key elements of our growth strategy include:

Capitalize on Regulatory-Driven Demand for Post-Quantum Migration

We intend to leverage the regulatory mandates requiring organizations to transition to post-quantum cryptography across government, defense, financial services, and critical infrastructure sectors. With deadlines ranging from 2026 to 2035 across various verticals, we believe there is significant and growing demand for quantum-safe security solutions.

Expand Platform Adoption Within Critical Infrastructure Sectors

We intend to deepen our penetration within government, defense, financial services, and critical infrastructure sectors where the need for sovereign, verifiable trust is most acute.

Expand Global Footprint

We intend to grow our international presence, particularly in regions with strong regulatory frameworks for cybersecurity and data sovereignty, including the European Union (under DORA and MiCA) and Asia-Pacific markets.

In March 2026, we established a joint venture in the Republic of Korea with XCURE Co., Ltd., a Korean cybersecurity company, to commercialize our post-quantum cryptography and decentralized cybersecurity products in the Korean market. Pursuant to an Exclusive Distribution and IP License Agreement (the “License Agreement,”), we granted the JV exclusive distribution rights, commercialization rights, and a limited IP license for our products within Korea for an initial one-year exclusivity period. We hold a 49% equity interest in the JV and XCURE holds 51%; our CTO is nominated by us, and certain material decisions require our board-level consent. The JV represents our first direct market entry in Asia-Pacific and, if successful in securing government-related projects in Korea, we will have a right of first negotiation for expansion into Japan, Singapore, and other strategic Asian markets.

Continue Product Innovation

We intend to continue investing in research and development to enhance our platform capabilities and develop new products that address evolving cybersecurity threats and customer requirements. We intend to commercialize and support customer deployments of application-layer products built on top of the Company IP, including PetalVault, PQVPN by Naoris, and the Naoris Community Intelligence Layer. Commercialization may involve customer-specific integrations, independent security audits, customer validation, integration partnerships, legal and regulatory review, product documentation, customer support, and product-specific sales channels. We may prioritize, delay, rebrand, or discontinue products or modules based on technical feasibility, market demand, regulatory requirements, capital availability, and our assessment of strategic fit.

Build Strategic Partnerships

We intend to develop partnerships with technology providers, system integrators, and channel partners to extend our market reach and accelerate customer adoption.

We intend to develop strategic relationships to support market access, integration, and distribution of the Naoris Protocol within regulated and enterprise environments. These relationships may include system integrators, infrastructure modernization consultants, cybersecurity advisory firms, cloud and data center providers, and regional technology partners. In certain jurisdictions, particularly within government and critical infrastructure sectors, local integration partners may be necessary to satisfy procurement requirements, regulatory standards, or operational deployment considerations.

We may also pursue technology collaboration arrangements with complementary infrastructure providers to support interoperability and integration within broader digital transformation initiatives.

Competition

The post-quantum cybersecurity market is early-stage and rapidly evolving. Our primary competitive reference set for purposes of market positioning consists of post-quantum cryptography and quantum-AI cybersecurity infrastructure providers. Competitors include post-quantum migration platforms (SandboxAQ, QuSecure, BTQ Technologies), PQC hardware and IP providers (PQShield, Thales), large technology companies incorporating PQC (IBM, Cloudflare, AWS, Google, Microsoft), quantum computing companies with stated cybersecurity, quantum-safe communications, or quantum cryptography product lines (Quantinuum, IonQ, Quantum Computing Inc.), quantum-safe communications and quantum key distribution providers (Arqit Quantum, ID Quantique, Toshiba Quantum, QuintessenceLabs), and quantum-resistant blockchain platforms (QANplatform). Many of these competitors have significantly greater financial, technical, and marketing resources than we do.

For purposes of further specifying our category position, the named post-quantum and quantum-AI cybersecurity providers identified above ship products of the following classes, based on their own primary-source public disclosures: PQShield (https://pqshield.com) delivers post-quantum cryptography libraries and hardware intellectual property cores (PQPlatform-Lattice and PQPlatform-CoPro) for integration into hardware security modules and secure elements; SandboxAQ (https://sandboxaq.com) delivers AQtive Guard, a cryptographic discovery and migration orchestration platform; QuSecure (https://www.qusecure.com) delivers QuProtect, which the company describes in its February 12, 2025 Series A announcement as the “industry’s first cryptographic-agility platform” for managed cryptographic orchestration; Arqit Quantum Inc. (NASDAQ: ARQQ) delivers symmetric quantum-safe key generation and distribution as a software platform (QuantumCloud); IonQ, Inc. (NYSE: IONQ), following its April 30, 2025 acquisition of a controlling stake in ID Quantique SA reported on Form 8-K, delivers trapped-ion quantum computing systems together with quantum key distribution and quantum random number generation hardware appliances; Quantum Computing Inc. (NASDAQ: QUBT) delivers photonic quantum computing systems and reservoir computing; Quantinuum delivers trapped-ion quantum computing systems together with the Quantum Origin quantum-derived key software product, and completed an oversubscribed $800 million funding round announced November 5, 2025 at a $10 billion pre-money valuation (per Honeywell’s September 4, 2025 announcement), and subsequently completed its initial public offering on June 5, 2026 (Nasdaq: QNT; 28,000,000 Class A shares at $60.00 per share; approximately $1.68 billion in gross proceeds); BTQ Technologies Corp. (Cboe Canada: BTQ; NASDAQ: BTQ) delivers post-quantum cryptographic chip designs and quantum networking research and development; Toshiba Quantum and QuintessenceLabs deliver quantum key distribution and quantum random number generation hardware appliances; Thales S.A. delivers hardware security modules within a diversified security portfolio; Cloudflare, Inc., Amazon Web Services, Google LLC, Microsoft Corporation, and International Business Machines Corporation provide post-quantum cryptography as one product feature within their broader cloud and enterprise platform offerings; and QANplatform delivers a quantum-resistant Layer-1 blockchain platform.

We do not deliver a cryptographic library, a hardware intellectual property core, a hardware appliance, a quantum computer, or a migration orchestration platform as our primary product. Our platform delivers continuous trust validation as infrastructure, structured as a network of distributed validation nodes performing cryptographic attestation across enterprise, regulated, and critical infrastructure environments. This structural distinction is intended to clarify the product taxonomy and is not intended as a claim of market leadership, market share, or first-mover status, none of which we assert.

While we operate in proximity to the broader cybersecurity landscape, our platform addresses a distinct product category that does not directly compete with traditional network security, endpoint detection and response, data backup, or content delivery vendors in their core product RFPs. The broader cybersecurity landscape includes adjacent market categories that are distinct from, but operate in proximity to, our platform:

Competitive Advantages

We believe we are well-positioned to capitalize on the significant market opportunity described above. Our competitive advantages include:

We believe our approach is differentiated by: (i) dPoSec, a security-specific consensus mechanism that we believe is differentiated within published academic literature; (ii) our Sub-Zero Layer operating beneath all existing infrastructure layers; (iii) Swarm AI for distributed threat detection and response; and (iv) fully sovereign client-side operation with no third-party data dependency. Independent academic research has identified our Distributed Cybersecurity Mesh Architecture as a pioneering approach in this field (Ramos-Cruz et al., 2024). We believe this combination of a security-specific consensus mechanism, post-quantum cryptography, distributed AI, and sovereign client-side operation differentiates our platform within the current market. However, we cannot assure you that competitors will not develop comparable solutions, and as customer requirements evolve and new technologies are introduced, we anticipate competition will increase as established or emerging companies develop solutions that address the post-quantum security market.

Third-Party Recognition and Awards

Awards and Industry Recognitions.

The Company has received multiple industry recognitions, including: T-Mobile/Deutsche Telekom T Challenge Winner (May 2023); MassChallenge Rhode Island Finalist (2020); and SantanderX Global Challenge ‘Cyberprotect the Future’ Finalist (2023, final event at Web Summit, Lisbon).

Accelerator and Incubator Programs.

The technology now owned by the Company was selected for and completed multiple competitive accelerator, incubator, and innovation challenge programs globally, including the T-Mobile/Deutsche Telekom T Challenge, the Santander X Global Challenge, MassChallenge Rhode Island, and Start-Up Chile. Entries were submitted under the names NDSE Cyber and Naoris Protocol, to which the Company licenses the technology. The technology won the T-Mobile/Deutsche Telekom T Challenge (May 2023) and was a finalist in the Santander X Global Challenge (2023) and MassChallenge Rhode Island (2020).

Research and Development

Our team has published peer-reviewed academic research in indexed scientific journals. In November 2023, we published “Blockchain Protocols and Edge Computing Targeting Industry 5.0 Needs” in Sensors (MDPI), vol. 23, no. 22, art. 9174 (co-authored by S. Chauhan, D. Carvalho, et al.), which is indexed in PubMed (PMID: 38005558) and PubMed Central. In September 2025, we published “Unfolding Post-Quantum Cryptosystems: CRYSTALS-Dilithium, McEliece, BIKE, and HQC” in Mathematics (MDPI), vol. 13, no. 17, art. 2841 (co-authored by V.P. Ojha, S. Chauhan, S. Yarahmadian, D. Carvalho), published in a special issue on post-quantum cryptography and co-authored with researchers from Mississippi State University. Our distributed cybersecurity mesh architecture has been independently cited in a systematic academic review: “The Cybersecurity Mesh” by B. Ramos-Cruz, J. Andreu-Perez, and L. Martínez (Neurocomputing, Elsevier, vol. 581, May 2024), a PRISMA review that screened 337 records and identifies Naoris Protocol as “a first effort” in distributed cybersecurity mesh. The Company maintains academic collaborations with researchers at the University of Aveiro (Portugal) and Mississippi State University (USA).

Future Research and Development Plans

We intend to continue investing in research and development to enhance the functionality, scalability, security, and interoperability of the Naoris Protocol and its underlying Trust Mesh architecture.

Our planned research and development efforts are expected to focus on the following areas:

Post-Quantum Cryptographic Advancement and Agility.

We plan to continue evaluating and implementing NIST-standardized post-quantum cryptographic algorithms and enhancing our cryptographic abstraction framework to support future algorithm transitions as standards evolve. This includes performance optimization, cryptographic lifecycle management, and resilience against emerging quantum and classical attack vectors.

Trust Mesh Performance and Scalability.

We intend to improve the efficiency, throughput, and scalability of our Distributed Proof of Security consensus mechanism to support large-scale enterprise and sovereign infrastructure deployments. Development efforts may include optimization for distributed environments, validation efficiency improvements, and node performance enhancements.

Infrastructure Resilience and Validation Logic.

We expect to further refine continuous validation methodologies, anomaly detection logic, and integrity enforcement mechanisms within the Trust Mesh to improve reliability and operational resilience across complex infrastructure environments.

Vertical Solutions Built on the Trust Infrastructure.

In addition to enhancing the core protocol layer, we may develop application-level tools and vertical-specific solutions that operate on top of the Trust Mesh infrastructure. These tools may address sector-specific requirements within regulated industries such as financial services, government, critical infrastructure, telecommunications, and other enterprise environments. Such solutions would be designed to leverage the underlying distributed trust validation architecture while addressing operational, compliance, or resilience use cases specific to particular sectors.

PetalVault Product Enhancement and Deployment.

We intend to continue post-development hardening, customer-specific deployment work, and ongoing enhancement of PetalVault, including post-quantum cryptographic implementation, Bitcoin ownership verification workflows, OP_RETURN commitment formats, blockchain verification mechanisms, recurring attestation logic, audit-export tooling, institutional custody integrations, and independent security review.

PQVPN by Naoris Product Enhancement and Deployment.

We intend to continue post-development hardening, customer-specific deployment work, and ongoing enhancement of PQVPN by Naoris, including trust-validated route selection, post-quantum session protection, endpoint clients, node attestation, policy-based routing, management dashboards, performance optimization, abuse prevention, and deployment models for managed service, private tenant, and sovereign on-premise use cases.

Naoris Community Intelligence Layer Product Enhancement and Deployment.

We intend to continue post-development hardening, customer-specific deployment work, and ongoing enhancement of the Naoris Community Intelligence Layer, including trusted AI identity and relationship modules, consent-aware community intelligence, cross-platform communications, creator and brand operations, marketplace and monetization workflows, digital persona controls, provenance, access control, auditability, AI governance tooling, data protection, analytics, and integration with Naoris trust infrastructure.

Enterprise Integration and Interoperability.

We plan to expand compatibility with existing enterprise and government infrastructure, including identity frameworks, cloud platforms, endpoint environments, and security management systems, with the objective of facilitating deployment without requiring replacement of existing systems.

Regulatory and Standards Alignment.

We intend to monitor evolving cybersecurity, cryptographic, and operational resilience mandates across jurisdictions and align our architecture with applicable standards where commercially appropriate. Our published research includes peer-reviewed academic work on quantum-resistant blockchain systems, blockchain protocols and edge computing targeting Industry 5.0 needs, and adoption of post-quantum cryptography and FIPS standards in existing as well as emerging communication technologies.

Intellectual Property

We utilize NIST-standardized post-quantum cryptography, specifically ML-DSA, formerly CRYSTALS-Dilithium and referred to in some technical materials as Dilithium-5, for digital signatures. We have developed proprietary technologies including our Distributed Proof of Security consensus mechanism and Trust Mesh architecture. Our product portfolio includes software, protocols, workflows, codebases, user interfaces, documentation, trade names, domain names, and brand assets associated with Naoris Protocol and related products, including PetalVault, PQVPN by Naoris, and the Naoris Community Intelligence Layer. We may seek to protect these assets through a combination of copyright, trade secret, patent, trademark, contractual confidentiality, invention assignment, licensing, and technical access controls. Because certain product names and related intellectual property may not yet be registered or filed, we may modify product names or branding before or after commercialization. There can be no assurance that any patent applications will issue, that trademarks will be registered in all relevant jurisdictions, that any product names will remain available for use, or that our protection measures will prevent competitors from developing similar products. PetalVault-related intellectual property may include cryptographic evidence workflows, ownership binding and attestation processes, audit-export packages, integration logic, and application-layer validation workflows. PQVPN by Naoris-related intellectual property may include trust-validated routing logic, node attestation workflows, policy-based route selection, management dashboards, endpoint clients, and operational models for distributed nodes. Intellectual property related to the Naoris Community Intelligence Layer may include permissioned AI identity and relationship workflows, community intelligence, multi-platform communication, monetization, analytics, consent, provenance, access control, auditability, digital-presence modules, AI governance, and Naoris-integrated data protection modules. Certain components of these products may rely on open standards, public cryptographic algorithms, open-source software, third-party AI models, third-party platforms, blockchain infrastructure, and customer or licensor-provided content or data. Our rights in those components may be limited by applicable licenses, platform terms, customer agreements, or third-party rights.

EMPLOYEES

As of July 30, 2026, we had approximately 37 employees engaged through employer-of-record arrangements, primarily in Morocco and other global jurisdictions where we do not maintain a local employing entity. All of these employees were employed full time and none were employed part time. We also engaged approximately 13 independent contractors and consultants on a full-time or part-time basis across the United States and other global jurisdictions. We also have 2 full-time employees. In total, as of July 30, 2026, our global workforce consisted of approximately 52 team members across employer-of-record employees, independent contractors and consultants. A majority of our employees and other personnel are engaged in research, technology and product engineering, with additional team members supporting sales, marketing and business development, and general and administrative functions. None of our employees are represented by a labor union or subject to a collective bargaining agreement, and we consider our relations with our employees to be good.

DESCRIPTION OF PROPERTY

Our principal executive office is located at 848 Brickell Ave, PH 1, Miami, FL 33131, which we occupy under a lease with a term of twelve months. We use this space for our corporate, administrative, finance and executive functions. We do not own any real property. We believe that our existing facilities are adequate for our current needs and that additional or alternative space will be available on commercially reasonable terms to accommodate any expansion of our operations.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

From time to time, we may become involved in claims, legal actions and regulatory matters arising in the ordinary course of business. As of the date of this Offering Circular, we are not a party to, and none of our property is the subject of, any legal proceedings that we believe are material to our business or financial condition, and to our knowledge no such proceedings are threatened.

REGULATION OF OUR INDUSTRY

Our business operates at the intersection of cybersecurity, post-quantum cryptography, distributed ledger technology, and critical infrastructure protection. As a result, we are subject to an extensive and evolving regulatory framework spanning multiple jurisdictions. The following is a summary of the principal regulatory regimes that currently affect, or may in the future affect, our business operations and the adoption of our products and services. The regulatory landscape in these areas is developing rapidly, and new or modified laws and regulations could impose additional obligations on our company, our customers, or both, or could affect the market for our products and services in ways that are difficult to predict.

Post-Quantum Cryptography Mandates

Governments worldwide are establishing mandates requiring the transition from classical public-key cryptographic systems to post-quantum cryptography (“PQC”) in light of the anticipated threat posed by cryptographically relevant quantum computers. The National Institute of Standards and Technology (“NIST”) finalized its first three PQC algorithm standards in August 2024, including Federal Information Processing Standards (“FIPS”) 203, FIPS 204, and FIPS 205, covering key encapsulation and digital signature algorithms. NIST Internal Report 8547, published in November 2024, outlines NIST’s expected approach to transitioning from quantum-vulnerable cryptographic algorithms to post-quantum standards and anticipates that the full integration of these algorithms into information systems could take ten to twenty years.

In the United States, National Security Memorandum 10 (“NSM-10”), issued in May 2022 and codified into law by the Quantum Computing Cybersecurity Preparedness Act, directs federal agencies to inventory their cryptographic systems and develop timelines for migration to quantum-resistant cryptography. Office of Management and Budget Memorandum M-23-02 supplements NSM-10 by requiring federal agencies to submit annual inventories of cryptographic assets and transition plans. Executive Order 14144 and the National Security Agency’s Commercial National Security Algorithm Suite 2.0 (“CNSA 2.0”) mandate a full migration to post-quantum cryptography by 2035 for federal systems and national security systems, with implications for contractors, financial institutions, and other organizations handling sensitive data. Executive Order 14306, issued in June 2025, further directed the Cybersecurity and Infrastructure Security Agency (“CISA”) to publish and regularly update a list of product categories in which products supporting PQC standards are widely available, signaling that federal procurement will increasingly require PQC-capable products.

Our platform employs NIST-standardized post-quantum cryptography, specifically ML-DSA (formerly CRYSTALS-Dilithium, FIPS 204), and is designed to align with these federal mandates. Our architecture implements NIST-standardized post-quantum cryptography (FIPS 203, 204, 205, published August 2024) and aligns with federal migration frameworks including NSM-10, EO 14144, and CNSA 2.0, which establish 2030-2035 timelines for government systems migration to post-quantum cryptography. Our platform is designed to assist financial entities in meeting continuous ICT monitoring requirements under EU DORA (Article 6), support organizations addressing NIS2 supply chain security obligations (Article 21(d)) and cybersecurity effectiveness assessment requirements (Article 21(f)), and address CMMC 2.0 continuous monitoring controls (CA.L2-3.12.3) for defense contractors. These frameworks certify organizations, not products; we do not claim that our product is itself ‘DORA-compliant’ or ‘NIS2-certified.’ The pace and scope of regulatory mandates requiring PQC adoption may affect demand for our products and services, particularly among government and defense customers, financial institutions, and critical infrastructure operators. However, there can be no assurance that the regulatory timeline for PQC migration will proceed as currently contemplated, or that our products will satisfy all future regulatory requirements.

Cybersecurity and Critical Infrastructure Regulation

In the United States, the Cybersecurity and Infrastructure Security Agency (“CISA”) plays a central role in coordinating critical infrastructure protection across eighteen designated critical infrastructure sectors. Federal agencies and their contractors are subject to cybersecurity requirements under various statutes and directives, including the Federal Information Security Modernization Act (“FISMA”), which requires agencies to implement risk-based information security programs, and the Cybersecurity Maturity Model Certification (“CMMC 2.0”), which establishes tiered cybersecurity requirements for contractors participating in the Department of Defense supply chain. Organizations that contract with the federal government or handle controlled unclassified information may be required to demonstrate compliance with NIST Special Publication 800-171 and, under CMMC 2.0, to obtain third-party certification of their cybersecurity practices.

The SEC adopted final rules in July 2023 (effective September 2023) requiring public companies to disclose material cybersecurity incidents on Form 8-K within four business days of a materiality determination, and to provide annual disclosures regarding cybersecurity risk management, strategy, and governance in Form 10-K under new Item 106 of Regulation S-K. These rules increase the visibility and accountability of cybersecurity practices for public companies and may encourage adoption of continuous validation and compliance monitoring tools such as those provided by our platform.

Financial Services Regulation

Financial institutions represent a significant portion of our target customer base and are subject to sector-specific cybersecurity and operational resilience requirements that may affect the adoption of our platform.

In the European Union, the Digital Operational Resilience Act (“DORA”), which became applicable in January 2025, establishes comprehensive requirements for information and communications technology (“ICT”) risk management, incident reporting, digital operational resilience testing, and third-party ICT risk oversight for financial entities, including credit institutions, investment firms, insurance companies, and payment institutions. DORA requires financial entities to maintain and test their digital operational resilience on an ongoing basis and imposes oversight requirements on critical ICT third-party service providers. The Markets in Crypto-Assets Regulation (“MiCA”), which became fully applicable in 2024, establishes a regulatory framework for crypto-asset service providers operating in the EU, including requirements for authorization, governance, and operational resilience.

In the United States, financial institutions must comply with a range of cybersecurity and operational resilience requirements, including the Payment Card Industry Data Security Standard (“PCI DSS”) version 4.0, which updated security requirements for organizations handling cardholder data; the Basel III operational resilience framework, which requires systemically important financial institutions to maintain operational continuity for critical operations; and the Federal Financial Institutions Examination Council (“FFIEC”) cybersecurity assessment framework.

These regulatory requirements may drive demand for our post-quantum secure trust validation platform among financial services customers seeking to address compliance obligations related to ICT risk management, operational resilience, and cryptographic modernization. However, the regulatory requirements applicable to our financial services customers are complex and vary by jurisdiction, and there can be no assurance that our platform will satisfy all applicable requirements in each jurisdiction.

Data Protection and Privacy Regulation

Our platform processes, validates, and secures data and systems on behalf of our customers, and as a result, our operations and those of our customers are subject to a broad and evolving data protection regulatory landscape. In the European Union, the General Data Protection Regulation (“GDPR”) imposes comprehensive requirements on the processing of personal data, including requirements for lawful bases for processing, data security measures, cross-border data transfer mechanisms, data breach notification, and data subject rights. Organizations that fail to comply with the GDPR may face administrative fines of up to four percent of annual global turnover or €20 million, whichever is greater.

In the United States, the California Consumer Privacy Act (“CCPA”), as amended by the California Privacy Rights Act, grants California residents rights with respect to their personal information, including the right to know, delete, and opt out of the sale of their data, and imposes obligations on businesses that collect, process, or sell personal information of California residents. A growing number of other states have enacted or are considering comprehensive privacy legislation, creating a patchwork of requirements that may affect our operations and those of our customers. According to the United Nations Conference on Trade and Development, as of 2021, 137 out of 194 countries had adopted data protection and privacy legislation. The proliferation of data protection laws increases the regulatory complexity and compliance costs for organizations that operate across multiple jurisdictions and may increase demand for security and compliance solutions such as ours.

Regulation of Distributed Ledger Technology and Cryptographic Products

Our platform incorporates distributed ledger technology (“DLT”) and advanced cryptographic methods. While our product is a cybersecurity infrastructure platform and does not involve the issuance of a digital asset or cryptocurrency for investment purposes, the regulatory treatment of technologies that employ DLT and cryptographic protocols continues to evolve. In the United States, the SEC, the Commodity Futures Trading Commission (“CFTC”), and state regulators have taken varied approaches to the classification and regulation of products and services that incorporate blockchain or distributed ledger technology. To the extent that any aspect of our platform or operations is determined to implicate the jurisdiction of these or other regulatory bodies, we could be subject to additional registration, licensing, or compliance requirements.

Separately, the export and transfer of cryptographic technology is subject to regulation under the Export Administration Regulations (“EAR”) administered by the Bureau of Industry and Security of the U.S. Department of Commerce. Encryption products and technology may require export licenses depending on the encryption strength, end use, and destination country. Our use of post-quantum cryptographic algorithms and our intention to deploy our platform internationally require ongoing compliance with applicable export control laws. Changes to export control regulations or their enforcement could restrict our ability to sell our products in certain markets or to certain customers.

Government Contracting Regulations

To the extent we pursue contracts with government agencies, we may become subject to additional regulatory requirements applicable to government contractors, including compliance with the Federal Acquisition Regulation (“FAR”), the Defense Federal Acquisition Regulation Supplement (“DFARS”), and applicable agency-specific procurement requirements. Government contracts are subject to audit, investigation, and termination rights by the contracting agency, and may impose requirements related to cost accounting standards, organizational conflicts of interest, data rights, and information security. Our ability to compete for and perform government contracts may be affected by our ability to obtain and maintain any required security clearances and certifications, including CMMC certification and FedRAMP authorization for cloud-based deployments.

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the section of this Offering Circular entitled “Business,” and our financial statements and related notes thereto, included elsewhere in this Offering Circular. In addition to historical financial information, the following discussion contains forward-looking statements that reflect our current plans, expectations, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Offering Circular, particularly in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.”

Recent Developments

Application-Layer Product Portfolio.

Based on our current assessment, the Company has advanced application-layer product initiatives built on top of the Company IP, including PetalVault, PQVPN by Naoris, and the Naoris Community Intelligence Layer, to a stage that we consider sufficiently developed for customer or partner deployment discussions. Any deployment remains subject to customer-specific configuration, integration, security review, independent security audit completion where applicable, legal and regulatory review, contractual arrangements, and market acceptance. These products remain subject to customer validation, post-development hardening, security testing, independent audit requirements, legal and regulatory review, third-party platform dependencies, and commercialization decisions. Any material agreements, revenue, launches, security audits, intellectual property filings, or other material developments relating to these products should be specifically disclosed once confirmed by the Company.

Financial Conditions and Results from Operations

Results of Operations from February 3, 2026 (date of inception) through March 31, 2026

Operating Expenses

Professional Fees

During the period from February 3, 2026 (date of inception) through March 31, 2026 (our fiscal year end), we incurred professional fee expenses of $240,600 including legal fees of $168,100, fees related to our fund raising of $55,000, and auditing fees of $5,000. The professional fees are primarily related to our proposed Reg A Offering.

Advertising and promotion

During the period from February 3, 2026 (date of inception) through March 31, 2026 (our fiscal year end), we incurred advertising and promotional expenses of $296,000 primarily related to promotional events for our Company.

Net Loss

As a result of the variations to the Company’s revenue and expenses described above, the Company generated a net loss of $536,600 for the period from February 3, 2026 (date of inception) through March 31, 2026 (our fiscal year end).

Liquidity and Capital Resources

We continually monitor and manage cash flow to assess the liquidity necessary to fund operations and capital projects. We manage our capital resources and adjust them to take into account changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust our capital resources, we may, where necessary, control the amount of working capital, pursue financing or manage the timing of our capital expenditures. As of March 31, 2026, we had a working capital surplus of approximately $2.2 million (current assets of approximately $2.9 million, less current liabilities of approximately $0.7 million).

Our continuing operations are dependent upon our ability to obtain debt or equity financing until such time that we achieve profitable operations. There can be no assurance that we will gain adequate market acceptance for our products or be able to generate sufficient gross margins to reach profitability.

Since our inception, we have incurred operating losses and have experienced negative cash flows from operations. These conditions initially raised substantial doubt about our ability to continue as a going concern. As described in Note 11 “Going Concern” to our financial statements, based on the additional SAFE financing received subsequent to March 31, 2026, the release of a portion of our restricted cash, and management’s plans to pursue additional financing while managing operating expenditures, management concluded that such substantial doubt has been alleviated. Our ability to continue as a going concern remains dependent upon our ability to raise sufficient funds to pay ongoing operating expenditures and to meet our obligations.

As of March 31, 2026, we had approximately $2.4 million in cash (substantially all of which was classified as restricted cash). We are actively managing current cash flows until such time that we are profitable.

On August 28, 2026, we issued a promissory note to an unaffiliated third-party lender in the principal amount of $515,317, which was funded in full. The note does not bear interest and is prepayable at any time without penalty. In addition to the principal amount, we agreed to pay the lender an inducement fee of $50,000 at maturity, resulting in an aggregate payment obligation of $565,317 due on November 26, 2026. Until the note is satisfied, we may not, without the lender’s prior written consent, incur additional indebtedness other than subordinated or otherwise permitted indebtedness, declare or pay dividends or distributions on our capital stock, or pay expenses that are not set forth in the schedule attached to the note or otherwise mutually agreed in writing. We expect to satisfy our obligations under the note at maturity from cash on hand and cash generated from our financing activities, including proceeds received under our SAFE financings.

The chart below highlights our cash flows for the periods indicated:

Cash Used in Operating Activities

Our net cash used in operating activities is primarily due to cash payments for operating expenses that we incur in the day-to-day operations of the business. Net cash used in operating activities for the fiscal year ended March 31, 2026, was $432,080. There was no comparable prior period, as the Company was incorporated on February 3, 2026. The net loss for the fiscal year ended March 31, 2026, of $536,600 was partially offset by $104,520 of changes in working capital items.

Cash Used in Investing Activities

There were no cash flows from investing activities during the fiscal year ended March 31, 2026. The Company’s acquisition of intellectual property for $50,000 from a related party was a noncash investing activity, as the purchase price remained unpaid and was recorded in accounts payable – related party as of March 31, 2026. There was no comparable prior period, as the Company was incorporated on February 3, 2026.

Cash Provided by Financing Activities

We have funded our business to date from the issuance of SAFE Notes from private investors.

Net cash provided by financing activities for the year ended March 31, 2026 was $2.8 million compared to $0 for the prior period.

During the fiscal year ended March 31, 2026, the Company received $2.8 million of proceeds from SAFE Notes and there were no related costs.

Plan of Operations

The continuation of our current plan of operations, and our forward-looking strategy, requires us to raise significant additional capital. Prior to the commencement of this Offering, we raised aggregate gross proceeds of approximately $5.0 million pursuant to our Simple Agreements for Future Equity (SAFE) financings, consisting of approximately $2.8 million received during the fiscal year ended March 31, 2026 and approximately $2,185,000 received between April 7, 2026 and July 1, 2026. Although our business does not presently generate sufficient cash to finance our operations, we believe that if we raise at least the Minimum Offering Amount of $15,000,000 in this Offering by selling at least 3,750,000 of the 6,000,000 Shares of Class A Common Stock offered, we will have sufficient capital to finance our operations at our current and planned rate of expenditure for at least 10 months following a closing, and that we will thereby be in a position to meet the Minimum Listing Standards for initial listing on the Nasdaq Capital Market. In addition, if we are successful in raising the Maximum Offering amount of $24,000,000 through the sale of all 6,000,000 Shares of Class A Common Stock offered in this Offering, we believe that the Company will have sufficient cash resources to fund its plan of operations for at least 15 months following a closing. If we are unable to raise at least the Minimum Offering Amount by the Termination Date, we will not complete this Offering and may have to curtail and possibly cease some operations.

The Company intends to apply proceeds from the Offering to carry out the following near term and longer-term goals. The approximate timing and costs associated with these target milestones are also summarized below. These target dates and cost estimates may change subject to multiple factors including, but not limited to, the following: (i) the timing of the Offering and quantity of capital raised; (ii) key equipment availability, cost, and delivery timing; (iii) supply chain fluctuations; (iv) availability and access to labor markets (skilled and unskilled); and (v) permitting and regulatory processes. See also “Risk Factors.”

We will continually evaluate our plan of operations to determine the manner in which we can most effectively utilize our cash resources. The timing of completion of any aspect of our plan of operations is highly dependent upon the availability of cash to implement that aspect of the plan and other factors beyond our control. There is no assurance that we will successfully obtain the required capital or revenues, or, if obtained, that the amounts will be sufficient to fund our ongoing operations.

Contractual Obligations

On March 2, 2026, the Company entered into a Consulting Agreement with Wesley K. Clark for an initial three-year term, pursuant to which Wesley Clark agreed to provide strategic, commercial, and consulting services.

On March 5, 2026, the Company entered into an Advisory Agreement with MFO Crown Group W.L.L. for an initial three-year term, pursuant to which MFO Crown Group agreed to provide strategic advisory and business development services. The agreement was revised on May 27, 2026.

On March 11, 2026, the Company entered into an Advisory Agreement with NMA Partners LLC for an initial three-year term, pursuant to which NMA Partners agreed to provide strategic, commercial, and advisory services.

On March 23, 2026, the Company entered into a JV Establishment Agreement requiring an initial capital contribution of KRW 49,000,000 ($34,000), funded April 14, 2026. See “MD&A — Subsequent Events” for details.

On April 20, 2026, the Company entered into a Services Agreement with Moneta Advisory Partners, LLC for an initial one-year term, pursuant to which Moneta Advisory Partners agreed to provide strategic advisory, business development, marketing, and investor relations services.

On August 28, 2026, the Company issued a promissory note in the principal amount of $515,317, with no interest and a $50,000 inducement fee payable at maturity on November 26, 2026. See “Liquidity and Capital Resources” for details.

Quantitative and Qualitative Disclosures about Market Risk

Our board of directors has overall responsibility for the establishment and oversight of our risk management policies on an annual basis. We identify and evaluate our financial risks and are charged with the responsibility of establishing controls and procedures to ensure financial risks are mitigated in accordance with the approved policies.

Our financial instruments consist of approximately $2.4 million of restricted cash, $0.7 million of accounts payable, and a $2.8 million SAFE liability.

Our risk exposures and the impact on our financial instruments are summarized below:

Credit Risk

Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. Our credit risk is primarily attributable to our liquid financial assets, consisting of restricted cash. Our maximum exposure to credit risk, as at period end, is the carrying value of our financial assets, being approximately $2.4 million as of March 31, 2026. We hold cash and restricted cash with major financial institutions, therefore minimizing our credit risk. Our deposits are held at a highly rated financial institution and are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 per institution; balances in excess of FDIC-insured limits are subject to credit risk. We have not experienced any significant credit losses on these instruments. We did not have any accounts receivable as of March 31, 2026, as we had not yet commenced commercial sales of our platform.

Liquidity Risk

Liquidity risk is the risk that we will not be able to meet financial obligations as they fall due. We manage liquidity by maintaining adequate cash balances and by raising equity and debt financings. We have no assurance that such financings will be available on favorable terms in the future. In general, we attempt to avoid exposure to liquidity risk by obtaining corporate financing through the issuance of shares or convertible debt.

As of March 31, 2026, we had approximately $2.4 million of cash (substantially all of which was classified as restricted cash) and current liabilities of $0.7 million which fall due for payment within twelve months of the audited balance sheet.

Market Risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices, will affect our income or the value of our holdings or financial instruments. We are a U.S.-based company, our functional and reporting currency is the U.S. dollar, and we currently conduct substantially all of our operations and hold substantially all of our financial assets in the United States. As of March 31, 2026, our primary market risk exposures related to interest rate risk and, to a limited extent, foreign currency risk. We do not hold any material equity or commodity positions, and we do not currently use derivative financial instruments to hedge our market risk exposures or hold or issue financial instruments for trading or speculative purposes.

Interest Rate Risk

Our exposure to interest rate risk relates primarily to interest income earned on our cash and restricted cash balances. As of March 31, 2026, we held approximately $2.4 million in cash and restricted cash, which we maintain in deposit and other accounts with major financial institutions. Because our cash is held primarily in short-term, highly liquid instruments, we do not believe that a hypothetical 100 basis point change in prevailing interest rates would have a material effect on the fair value of these financial assets, although such a change could affect the amount of interest income we earn. We have funded our operations to date primarily through the issuance of SAFE Notes, and to the extent we hold interest-bearing instruments or incur interest-bearing indebtedness in the future, our exposure to interest rate risk may increase.

Foreign Currency Risk

Our functional and reporting currency is the U.S. dollar. Because we conduct substantially all of our operations in the United States and hold substantially all of our financial assets in U.S. dollars, we currently have limited exposure to foreign currency exchange rate risk. To the extent we incur expenses, hold cash, or transact with vendors, partners, or subsidiaries in currencies other than the U.S. dollar, we are exposed to foreign currency transaction risk, which is reflected in the exchange gains and losses recorded in our results of operations. We do not currently hedge our foreign currency exposure. As our operations expand internationally, including through strategic partnerships and any non-U.S. subsidiaries, our exposure to foreign currency risk may increase, and we will continue to evaluate the use of hedging arrangements as appropriate.

Inflation Risk

We do not believe that inflation had a significant impact on our results of operations for any periods presented in our audited financial statements. Nonetheless, if our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs, and our inability or failure to do so could harm our business, financial condition and results of operations.

Capital Management

Capital is comprised of our shareholders’ equity and any debt that we may issue. Our objectives when managing capital are to maintain financial strength and to protect our ability to meet ongoing liabilities, to continue as a going concern, to maintain creditworthiness and to maximize returns for our shareholders over the long term. Protecting the ability to pay current and future liabilities includes maintaining capital above minimum regulatory levels, current financial strength rating requirements and internally determined capital guidelines and calculated risk management levels. We manage capital structure to maximize financial flexibility by making adjustments in response to changes in economic conditions and the risk characteristics of the underlying assets and business opportunities. We rely on our internal expertise to monitor capital management. We review our capital management approach on an ongoing basis and believe that this approach, given our size, is reasonable.

There were no changes to our approach to capital management during the period. We are not subject to any externally imposed capital requirements.

Critical Accounting Policies and Estimates

Our audited financial statements are prepared in accordance with generally accepted accounting principles in the U.S. The preparation of our financial statements and related disclosures requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, costs and expenses, and the disclosure of contingent assets and liabilities in our financial statements. We base our estimates on historical experience, known trends and events and various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates under different assumptions or conditions.

While our summary of significant accounting policies is described in more detail in the notes to our audited financial statements, we believe that the following accounting policies are those most critical to the judgments and estimates used in the preparation of our financial statements:

Basis of Presentation. Our financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and are presented on an accrual basis of accounting, including all adjustments necessary for a fair presentation.

Use of Estimates. The preparation of our financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. These estimates and assumptions are subject to inherent uncertainties, which may result in actual amounts differing from reported amounts.

Revenue Recognition. We follow ASC Topic 606, Revenue from Contracts with Customers. Revenue is recognized when a customer obtains control of promised goods or services in an amount reflecting the consideration expected in exchange for those goods or services. We apply a five-step model: (i) identification of promised goods; (ii) determination of performance obligations; (iii) measurement of transaction price; (iv) allocation of transaction price to performance obligations; and (v) recognition of revenue when performance obligations are satisfied. We expect to generate revenue primarily through licensing and subscription arrangements for our post-quantum digital trust infrastructure platform, together with related support and professional services.

Fair Value of Financial Instruments. We record financial instruments at amounts that would be received in an asset sale or paid to transfer a liability in an orderly transaction between unaffiliated market participants using a hierarchical disclosure framework based on the level of subjectivity of inputs. Level 1 inputs are quoted prices in active markets; Level 2 inputs are observable but not actively quoted; and Level 3 inputs are unobservable when little or no market data is available. We use observable data when available and minimize the use of unobservable inputs when determining fair value.

Income Taxes. We account for income taxes under the asset and liability method in accordance with ASC Topic 740, recognizing deferred income taxes for net operating losses, tax credit carryforwards, and the estimated future tax effects of temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years those temporary differences are expected to be recovered or settled. We apply a two-step approach to recognizing uncertain tax positions: (i) evaluating whether the position is more likely than not to be sustained on audit; and (ii) measuring the tax benefit as the largest amount more than 50% likely of being realized upon settlement.

Intangible Assets. Intangible assets consist of intellectual property recorded at cost. We evaluate the classification of intangible assets as either finite-lived or indefinite-lived in accordance with ASC 350. The Company’s intellectual property has been determined to have a finite useful life. Because the underlying technology remains under development and is not yet ready for its intended use, amortization has not commenced. Amortization will begin when the technology is substantially complete and placed into service and will be recognized over the asset’s estimated useful life. We evaluate the intangible asset for impairment whenever events or changes in circumstances indicate that its carrying amount may not be recoverable.

SAFE Instruments. We account for Simple Agreements for Future Equity (SAFEs) by evaluating each instrument’s contractual terms to determine classification as equity or liability, measuring liability components at fair value, and recognizing equity components in shareholders’ equity. SAFEs that contain features requiring or potentially requiring cash settlement, redemption, or other obligations are analyzed under ASC 480 and ASC 815-40. Liability components are subsequently measured at fair value with changes recognized in earnings. Significant judgment is required, particularly when instruments include cash-settlement features, redemption rights, or other contingent settlement outcomes.

Off-Balance Sheet Arrangements

We have not entered into any material off-balance sheet arrangements such as guarantee contracts, contingent interests in assets transferred to unconsolidated entities, derivative financial obligations, or with respect to any obligations under a variable interest equity arrangement.

Proposed Transactions

Besides the planned Reg A Offering, there are no proposed transactions not already disclosed.

Subsequent Events

Naoris Korea Joint Venture and License Agreement. On March 23, 2026, the Company entered into a Joint Venture Establishment Agreement with XCURE Co., Ltd. to form a joint venture company in the Republic of Korea with initial capital of KRW 100,000,000. The Company holds a 49% equity interest and XCURE holds 51%. On March 26, 2026, the Company and XCURE entered into an Exclusive Distribution and IP License Agreement granting the JV exclusive distribution rights, commercialization rights, and a limited, non-transferable IP license for the Company’s post-quantum cryptography and enterprise cybersecurity products within Korea. XCURE paid the Company a one-time license fee of $1,000,000 as sole consideration; the fee was received in full on April 13, 2026, and exclusivity is now effective. The initial exclusivity period is one year, extendable by one year upon payment of $500,000 and 30 days’ notice, subject to a KRW 5 billion cumulative revenue threshold. All background IP remains with the Company; foreground IP developed for the Korean market is owned by the JV.

On April 14, 2026, the Company made its initial capital contribution of $34,000 (KRW 49,000,000). The investment is accounted for under the equity method (ASC 323), and the Company will recognize 49% of the JV’s future net income or loss as equity income (loss). The Company does not control the JV but exercises significant influence through reserved-matter consent rights requiring approval by at least one Company-nominated director.

On June 9, 2026, ELECTRA AI and Naoris Quantum Protocol Inc. announced a partnership to bring post-quantum cybersecurity to AI battery intelligence, the fast-growing layer where always-connected battery systems meet the AI models that monitor, optimize, and control them. The two companies are pairing Electra’s AI Brain for Batteries™ platform with Naoris Quantum Protocol’s post-quantum, decentralized trust layer to advance a cybersecurity framework designed specifically for AI battery intelligence. ELECTRA AI is a leading AI-driven cleantech and B2B software company, accelerating the world’s transition to electrification by unlocking the full potential of battery technology. The partnership arrives alongside a tightening regulatory landscape. Frameworks including the EU Battery Passport, the NIS2 Directive, and UNECE R155 are raising expectations for traceability, cybersecurity, and resilience across battery-powered infrastructure.

On May 26, 2026, following the completion of the bank’s verification procedures, the financial institution holding the Company’s funds released approximately $1.0 million of the Company’s previously restricted cash. During the period ended March 31, 2026, the Company had received approximately $2.8 million of investor funds related to SAFE financings, including wire transfers and a cashier’s check, and, as a result of the volume and size of those deposits, the bank had placed restrictions on the account while it conducted verification procedures.

Subsequent to March 31, 2026, the Company entered into additional Simple Agreements for Future Equity (SAFEs) for additional gross proceeds of $2,185,000.

On July 20, 2026, the Company’s Board of Directors and its stockholders approved a reverse stock split of the Company’s issued and outstanding Class A Common Stock and Class B Common Stock at a ratio of one-for-1.511975021, effective July 21, 2026. The reverse stock split applies equally to both classes of common stock. No fractional shares will be issued in connection with the reverse stock split; any fractional share otherwise resulting from the reverse stock split will be rounded up to the nearest whole share.

On August 28, 2026, the Company issued a promissory note to an unaffiliated third-party lender in the principal amount of $515,317, which was funded in full. The note does not bear interest and is prepayable at any time without penalty. In addition to the principal amount, the Company agreed to pay the lender an inducement fee of $50,000 at maturity, resulting in an aggregate payment obligation of $565,317 due on November 26, 2026. Until the note is satisfied, the Company may not, without the lender’s prior written consent, incur additional indebtedness other than subordinated or otherwise permitted indebtedness, declare or pay dividends or distributions on its capital stock, or pay expenses that are not set forth in the schedule attached to the note or otherwise mutually agreed in writing.

Going Concern

These financial statements have been prepared on a going concern basis, which assumes that the Company will be able to meet its obligations and continue its operations for the next twelve months. The Company expects to incur further losses in the development of the business. These conditions initially raised substantial doubt about the Company’s ability to continue as a going concern. As described in Note 11 “Going Concern” to our financial statements, management concluded that such substantial doubt has been alleviated based on the additional SAFE financing received subsequent to March 31, 2026, the release of a portion of the Company’s restricted cash, and management’s plans to pursue additional financing while managing operating expenditures. The Company’s ability to continue as a going concern remains dependent on its ability to obtain necessary financing to meet its operating expenditures and discharge its liabilities in the normal course of business. Although the Company has been successful in obtaining financing during the year ended March 31, 2026 and thus far in the year ended March 31, 2027, there can be no assurance that the Company will be able to obtain adequate financing in the future or that such financing will be on terms advantageous to the Company.

DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

Our Executive Officers and Directors

The following table sets forth the names, ages and positions of our executive officers and members of our Board of Directors as of the date of this Offering Circular. The business address of all of the persons identified below is c/o Naoris Quantum Protocol Inc., 848 Brickell Ave, PH 1, Miami, FL 33131. The date on which each of our executive officers and directors joined the Company is set forth under “Biographical Information” below.

There are no arrangements or understandings with major shareholders, customers, suppliers or others pursuant to which any of our directors or executive officers was selected to serve as a director or executive officer of the Company.

Biographical Information

The following is a summary of certain biographical information concerning our executive officers and directors.

David Carvalho, President and Chief Executive Officer, Founder, and Director. Mr. Carvalho founded Naoris Protocol in 2018 and has served as CEO since September 2021. He has over 20 years of experience in cybersecurity spanning technical and executive roles. He served as Group CISO of OCS Group UK (August 2016 to April 2018), a facilities management company with a global workforce of approximately 135,000 colleagues, where he led cybersecurity transformation across critical infrastructure and government client environments. He previously served as CISO of London City Airport, responsible for cybersecurity across aviation critical infrastructure. He held security engineering and operations roles at AT&T, and as a free-lancer. Mr. Carvalho attended University of Aveiro in Computer and Telematics Engineering (2004-2008) and is a Certified Information Systems Security Professional (CISSP, ISC², 2016). He has completed remote coursework in Cryptography and Hardware Security (University of Maryland) and Information Security and Risk Management (University of Washington). He is co-author of peer-reviewed research published in Sensors (MDPI, 2023) and Mathematics (MDPI, 2025). Mr. Carvalho holds an Honorary Doctorate (Doctorado Honoris Causa) for cybersecurity innovation from Universidad Latina de Panamá. Mr. Carvalho joined the Company in February 2026 and serves on a full-time basis.

Magnus Fyhr, Chief Financial Officer, Secretary and Treasurer. Since May 2019, Mr. Fyhr has served as Chief Financial Officer, Head of Business Development, and Advisory Board Member of AlphaOcean, a London-based SaaS maritime fuel optimization platform company, where he led financial planning, budgeting, and scenario modeling, and managed due diligence processes resulting in the successful closure of seed funding. From July 2022 to March 2025, Mr. Fyhr served as Chief Financial Officer of Big Sky Resources Inc., an ESG-focused natural resources remediation company, where he structured seed financing, managed the due diligence process for a Regulation CF filing, and oversaw external financial communications with private equity investors and financial institutions. From November 2020 to June 2022, Mr. Fyhr served as Managing Director and Senior Equity Research Analyst at H.C. Wainwright & Co., where he established a leading maritime equity research platform and was ranked in the top 9% of 4,306 analysts as reported by Wall Street Zen in 2021. Prior thereto, Mr. Fyhr held senior positions at Seaport Global/GMP Securities, Clarkson Capital Markets, Aquanaut Capital Management, and Jefferies & Company. Mr. Fyhr received his M.B.A. in Finance from the University of St. Thomas, Houston, Texas, and his Bachelor of Arts in Accounting and Finance from Houston Christian University, Houston, Texas. We believe Mr. Fyhr is qualified to serve as Chief Financial Officer due to his extensive capital markets experience, financial modeling and valuation expertise, and proven track record in financial leadership and investor engagement across public and private companies. Mr. Fyhr joined the Company in May 2026 and serves on a full-time basis.

Youssef El Maddarsi, Executive Vice President, Chief Business Officer, Co-Founder. Mr. El Maddarsi is a technology entrepreneur and global business strategist and international speaker specializing in cybersecurity, artificial intelligence, and digital infrastructure. He holds an Honorary Doctorate (Honoris Causa) from Universidad Latina de Panama and was recognized by EMEA Entrepreneur as the Most Influential Entrepreneur from Morocco in 2025. With over a decade of experience in global technology strategy, partnerships, and infrastructure development, he works with governments, enterprises, and strategic partners worldwide to advance next-generation digital security and sovereign infrastructure. Mr. El Maddarsi brings over 10 years of strategic development experience. He graduated at Regent’s University in Global Business Administration with specializations in AI, Cybersecurity and completed programs at Wharton, INSEAD & Duke. He is certified by Yale, Institut Mines-Telecom Business School, IBM and École Polytechnique in digital technologies and psychology. Mr. El Maddarsi joined the Company in May 2026 and serves on a full-time basis.

David Holtzman, Executive Chairman. Mr. Holtzman has over 35 years of experience in internet infrastructure and cybersecurity. He served as CTO of Network Solutions, where he managed the Internet’s master root server and oversaw the commercial web’s growth from 500,000 to over 20 million domain names. He served as Chief Scientist, Internet Information Group, IBM, where he led the Cryptolope digital rights management initiative. He is a former military codebreaker who served with the U.S. Naval Security Group and later the National Security Agency. He is author of ‘Privacy Lost: How Technology is Endangering Your Privacy.’ From 2020 to 2026, Mr. Holtzman served as Acting Chief Technology Officer of Sheqonomi, a global network empowering women by receiving cryptocurrency payments for podcast creation. Since 2015, Mr. Holtzman has served as Technology Advisor to Ocean Protocol, where he advises on software architecture and protocols for a global blockchain-based data system built on crypto tokens. Since 2000, Mr. Holtzman has served as President of GlobalPOV, LLC, through which he has advised numerous startups and served as a director of five venture-funded companies. Mr. Holtzman completed graduate work in Computer Science at Johns Hopkins University, received his Bachelor of Science in Computer Science from the University of Maryland, Baltimore County in 1987, received an Honors Diploma in Russian Language Studies from the Defense Language Institute in 1984, and received his Bachelor of Arts in Philosophy from the University of Pittsburgh in 1979. Mr. Holtzman joined the Company in June 2026 and serves on a full-time basis.

Sumit Chauhan, Chief Technology Officer. Mr. Chauhan is a seasoned technology leader with over 25 years of experience delivering enterprise-grade solutions that drive digital transformation and global growth. His expertise spans product engineering, technical consulting, solution architecture, and co-founding an IT company, with deep domain knowledge in blockchain, AI, machine learning, big data, and cloud technologies. He has an established track record across consulting, research, mentoring, and public speaking, consistently delivering high-impact results in complex and fast-evolving environments. Mr. Chauhan is dedicated to helping organizations of all sizes harness emerging technologies to innovate and thrive in today’s digital landscape. Mr. Chauhan joined the Company in May 2026 and serves on a full-time basis.

Ju Xu, Independent Director. Ms. Xu currently serves as President of Strategy at PowerScape Global, where she leads initiatives focused on growth, strategic partnerships, market development, and the commercialization and deployment of emerging technologies. Ms. Xu is also a Partner at Enverra Partners, a Washington, D.C.–based investment firm, where she supports capital formation, project fundraising, and strategic investment initiatives. Ms. Xu is a licensed broker-dealer. Throughout her career, Ms. Xu has guided senior executives at Fortune 500 and publicly listed companies on growth strategy, market entry, multinational partnerships, and investment initiatives, and has guided large investment funds in the deployment of international capital and the evaluation of cross-border investment opportunities. Ms. Xu has also worked extensively with government entities in both the United States and China on cross-border technology initiatives, including technology deployment and the establishment of government-to-government collaboration programs. Ms. Xu joined the Company in June 2026 and serves on a full-time basis.

Jay Heller, Independent Director. Mr. Heller currently serves as Chief Executive Officer of K Lab AI. He brings more than 25 years of capital markets expertise and a track record of guiding some of the world’s most innovative companies through the public markets. Previously, he served as Head of Capital Markets at Nasdaq from 2012, leading a team focused on the facilitation of new listings on the exchange, where, under his leadership, the team executed more than 3,000 IPOs and listings. Prior to his role as Head of Capital Markets, he served as Senior Managing Director at Nasdaq’s Market Intelligence Desk and was Head of Institutional Trading and Sales at American Capital Partners. Earlier in his career, he worked as an equity trader at Pershing and a market maker at NDB Capital Markets, a subsidiary of Deutsche Bank. Mr. Heller joined the Company in June 2026 and serves on a full-time basis.

John M. Mulvaney, Independent Director. Mr. Mulvaney is an American politician, political commentator, and former corporate executive. He held several high-profile positions within the Donald Trump administration, most notably serving as the Acting White House Chief of Staff from 2019 to 2020. Nominated by President Trump and confirmed in February 2017, he served as the Director of the Office of Management and Budget, where he managed the executive branch’s budget and policy objectives. He represented South Carolina’s 5th Congressional district, becoming the first Republican to hold the seat in 128 years, and during his tenure he co-founded the House Freedom Caucus. He previously served in the South Carolina House of Representatives (2007–2009) and the South Carolina State Senate (2009–2010). After leaving public office, Mr. Mulvaney has worked as a political contributor and commentator for various outlets, including NewsNation and Sky News Australia, writes columns for The Hill, and serves as a co-chair for the global consultancy firm Actum LLC. He graduated with honors in International Economics, Commerce, and Finance from Georgetown University in 1989, earned his J.D. from the University of North Carolina at Chapel Hill in 1992, and completed the OPM program at Harvard Business School in 2006. Mr. Mulvaney joined the Company in June 2026 and serves on a full-time basis.

Family Relationships

There are no familial relationships among any of our directors or executive officers.

Involvement in Certain Legal Proceedings

Except as set forth below, to our knowledge, none of our current directors or executive officers have, during the past ten years:

At the time of this Circular, there are no legal proceedings that we are aware of.

The Company is not currently a party to any legal proceedings, the adverse outcome of which, individually or in the aggregate, we believe will have a material adverse effect on our business, financial condition or operating results.

Board Practices

Board Leadership Structure and Risk Oversight

The Board of Directors oversees our business and considers the risks associated with our business strategy and decisions. The Board of Directors currently implements its risk oversight function as a whole.

Terms of Office

Each of our officers holds office until his or her successor is elected and qualified. Directors are appointed to serve for one year until the meeting of the Board of Directors following the annual meeting of shareholders and until their successors have been elected and qualified.

Director Independence

As a result of our expectation that our securities will be listed on the Nasdaq Capital Market, we have elected to adhere to the rules of such exchange in determining whether a director is independent. The Nasdaq Listing Rules generally define an “independent director” as a person other than an executive officer or employee of a company, and that no director qualifies as independent unless the company’s board of directors affirmatively determines that the director does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Board Committees

Audit Committee

Our Audit Committee is comprised of Jay Heller, Ju Xu, and John M. Mulvaney, with Mr. Heller serving as the chairman of the committee. Mr. Heller also serves as the designated financial expert on the Audit Committee. The Audit Committee is directly responsible for the appointment, compensation, retention, oversight and termination of the work of the independent auditor (including resolution of any disagreements between Company management and the independent auditor regarding financial reporting) and any other registered public accounting firm engaged for the purpose of preparing or issuing an audit report or related work or performing other audit, review or attest services for the Company, and the independent auditor and each such other registered public accounting firm must report directly to the Committee. The Committee, or the Chair of the Committee, must pre-approve any audit and non-audit service provided to the Company by the independent auditor or any other registered public accounting firm, unless the engagement is entered into pursuant to appropriate preapproval policies established by the Committee or if such service falls within available exceptions under SEC rules.

Compensation Committee

Our Compensation Committee is comprised of David Holtzman, Jay Heller, and John M. Mulvaney, with Mr. Mulvaney serving as the chairman of the committee.

The primary responsibility of the Compensation Committee is the oversight of, and the annual and ongoing review of, the Chief Executive Officer, the compensation of the senior management team, and the bonus programs in place for the balance of the staff. This includes oversight responsibility for ensuring the proper reporting and continuous disclosure in respect of same, and compliance with laws and regulations as well as stock exchange rules and policies in respect of same. The Compensation Committee shall also be responsible for the other matters as set out in this Charter and/or such other matters as may be directed by the Board of Directors from time to time. The Compensation Committee should exercise continuous oversight of developments in these areas.

Nomination and Governance Committee

Our Nomination and Governance Committee is comprised of David Carvalho, Ju Xu, David Holtzman, and John M. Mulvaney, with Ms. Xu serving as the chair of the committee.

The primary responsibility of the Nomination and Governance Committee is, among other matters, to review and set standards for qualification and criteria for membership to the Board of Directors, review and make recommendations to the Board of Directors as to whether existing directors should stand for re-election and consider, screen and recommend candidates to fill new or open positions to the Board of Directors, recommend candidates for membership in each of the Board of Directors’ committees, assist management in the preparation of disclosures in the Company’s annual proxy statement regarding corporate governance and director independence and to make regular reports to the Board of Directors.

Code of Ethics

The Company intends to adopt a Code of Ethics that applies to all of its directors, officers, and employees, including its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, prior to the listing of its Class A Common Stock on the Nasdaq Capital Market. The Code of Ethics will be designed to deter wrongdoing and promote: (i) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; (ii) full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files with, or submits to, the SEC and in other public communications made by the Company; (iii) compliance with applicable governmental laws, rules, and regulations; (iv) the prompt internal reporting of violations of the Code of Ethics to an appropriate person or persons identified in the Code of Ethics; and (v) accountability for adherence to the Code of Ethics. The Code of Ethics will be made publicly available on the Company’s website.

Incentive Compensation Recovery Policy

The Company intends to adopt an Incentive Compensation Recovery Policy (“Clawback Policy”) in compliance with applicable SEC rules and Nasdaq listing standards. The Clawback Policy will require the Company to recover erroneously awarded incentive-based compensation from current and former executive officers in the event of an accounting restatement due to material noncompliance with financial reporting requirements. Additional details regarding the Clawback Policy will be provided upon its adoption.

Insider Trading Policy

Our Board adopted a written Insider Trading Policy on July 22, 2026, which is designed to ensure full compliance with the prohibitions against insider trading contained in Section 10(b) of, and Rule 10b-5 promulgated under the U.S. Securities Exchange Act of 1934, as amended. The policy establishes comprehensive safeguards to prevent any director, officer, employee, household member, or entity controlled by such persons from trading the Company’s securities while in possession of material non-public information. The Insider Trading Policy will be made publicly available on the Company’s website at www.naorisquantumprotocol.com.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

The following discussion and analysis of compensation arrangements should be read together with the compensation tables and related disclosures that follow. This discussion contains forward-looking statements that are based on our current plans and expectations regarding future compensation programs. Actual compensation programs that we adopt may differ materially from the programs summarized in this discussion. The following discussion may also contain statements regarding corporate performance targets and goals. These targets and goals are disclosed in the limited context of our compensation programs and should not be understood to be statements of our expectations or estimates of results or other guidance. We specifically caution investors not to apply these statements to other contexts.

Compensation of our Executive Officers and Directors

The following table sets forth information concerning the compensation of our executive officers and non-employee directors for the 2026 fiscal year.

Director Compensation

The Company does not currently maintain a formal non-employee director compensation policy. Compensation for each director is established individually under his director agreement, as summarized below. Directors are generally reimbursed for reasonable expenses incurred in connection with their service on the Board.

David Carvalho does not receive any cash or equity compensation, employee benefits, or expense reimbursement for his service as a director.

David Holtzman receives a base salary of $10,000 per month, increasing to $20,000 per month upon the Company’s closing of aggregate financing of at least $25,000,000, and is eligible for a discretionary annual bonus and employee benefits, including health insurance, retirement benefits, and paid time off. Mr. Holtzman was granted 330,693 shares of common stock, as adjusted to give effect to the Reverse Stock Split, vesting 25% on each six-month anniversary over two years, with full acceleration upon a change of control (single-trigger). Upon a termination without cause, his unvested equity accelerates in full and he is entitled to twelve months of base salary as severance. He is also reimbursed for business expenses.

Jay Heller serves as an independent contractor and receives no cash retainer or employee benefits, and is responsible for his own taxes. Mr. Heller was granted Class A common stock valued at $650,000, priced at the Regulation A offering price, consisting of a $150,000 signing grant and a $500,000 service grant. The service grant vests in four equal installments on each six-month anniversary over two years. His unvested equity accelerates upon a change of control (double-trigger), and upon a termination without cause the current vesting tranche vests on a pro-rata basis. Mr. Heller is reimbursed for expenses incurred in connection with his service on the Board.

John M. Mulvaney receives an annual cash retainer of $50,000, paid quarterly in installments of $12,500. Mr. Mulvaney was granted an option to purchase 49,604 shares of Class A common stock, as adjusted to give effect to the Reverse Stock Split, at an exercise price equal to the fair market value on the grant date (as determined under Section 409A), with a ten-year term. The option vests in four equal installments on each six-month anniversary over two years, and vested options remain exercisable for at least twelve months following termination of service. His unvested equity accelerates upon a change of control (double-trigger), and upon a termination without cause the current vesting tranche vests on a pro-rata basis. Mr. Mulvaney is reimbursed for expenses incurred in connection with his service on the Board.

Ju Xu receives an annual cash retainer of $50,000, paid quarterly in installments of $12,500. Ms. Xu was granted an option to purchase 49,604 shares of Class A common stock, as adjusted to give effect to the Reverse Stock Split, at an exercise price equal to the fair market value on the grant date (as determined under Section 409A), with a ten-year term. The option vests in four equal installments on each six-month anniversary over two years, and vested options remain exercisable for at least twelve months following termination of service. Her unvested equity accelerates upon a change of control (double-trigger), and upon a termination without cause the current vesting tranche vests on a pro-rata basis. Ms. Xu is reimbursed for expenses incurred in connection with her service on the Board.

Employment Agreements, Arrangements or Plans

The following describes the respective employment agreements entered into and in place as of the date hereof between the Company and its executive officers and directors.

Sumit Chauhan, the Company’s Chief Technology Officer, is entitled to a base salary of $30,000 per month, increasing to $45,000 per month upon the date that is six (6) calendar months after the U.S. Work Authorization Date, and is eligible to participate in the Company’s discretionary annual bonus program and employee benefit programs. Subject to Board approval and the Company’s equity incentive plan, Mr. Chauhan will receive 2,645,545 options, as adjusted to give effect to the Reverse Stock Split, to buy the Company’s Class A common stock with an exercise price at the Regulation A offering price, vesting over eight years.

Magnus Fyhr, the Company’s Chief Financial Officer, is entitled to a base salary of $15,000 per month, increasing to $25,000 per month upon the Company’s closing of aggregate financing of at least $25,000,000, and is eligible to participate in the Company’s discretionary annual bonus program and employee benefit programs. Subject to Board approval and the Company’s equity incentive plan, Mr. Fyhr will receive 165,347 shares of common stock vesting over three years and an option to purchase up to 99,208 shares of common stock with an exercise price at the Regulation A offering price, vesting over two years, in each case as adjusted to give effect to the Reverse Stock Split, with all unvested equity accelerating upon a change of control. 

David Carvalho, the Company’s President and Chief Executive Officer, and Youssef El Maddarsi, the Company’s Executive Vice President and Chief Business Officer, do not receive any compensation pursuant to any executive employment agreements.

Equity Incentive Plan

Introduction

The principal features of our equity incentive plan (the “2026 Plan”) are summarized below. This summary is qualified in its entirety by reference to the actual text of the 2026 Plan, which is filed as an exhibit to the Offering Circular.

The 2026 Plan was approved and adopted on July 22, 2026, and was subsequently amended by Amendment No. 1, effective July 23, 2026, to increase the number of shares of Class A Common Stock available for issuance thereunder to 6,000,000.

The principal purposes of the 2026 Plan are to (a) enable the Company and its affiliates to attract and retain employees, consultants and directors who will contribute to the Company’s long-term success, (b) provide incentives that align the interests of such persons with those of the Company’s stockholders, and (c) promote the success of the Company’s business.

Eligibility

Employees, consultants and directors of the Company and its affiliates, as well as individuals who are reasonably expected to become employees, consultants or directors, are eligible to receive awards under the 2026 Plan. Incentive stock options may only be granted to employees of the Company or a parent or subsidiary corporation.

Share Reserve

A total of 6,000,000 shares of Class A Common Stock are available for issuance under the 2026 Plan, reflecting the increase effected by Amendment No. 1 to the 2026 Plan, dated and effective as of July 23, 2026. Shares subject to awards that are cancelled, forfeited or expire prior to exercise or settlement will again become available for future grants. The maximum aggregate number of shares that may be issued as incentive stock options equals the initial share reserve without giving effect to any automatic annual increases.

Plan Administration

The 2026 Plan is administered by the compensation committee of the Board of Directors, or by the full Board in the absence of such a committee (the “Committee”). The Committee has broad authority to administer and interpret the 2026 Plan, select participants, determine the types and terms of awards, establish performance criteria and vesting schedules, and make all other determinations necessary for plan administration. The Committee may delegate certain administrative authority to officers of the Company with respect to awards to persons who are not subject to Section 16 of the Securities Exchange Act of 1934. All decisions of the Committee are final and binding.

Awards

Share Options

The 2026 Plan authorizes the grant of incentive stock options and non-qualified stock options. The exercise price of each option must be at least 100% of the fair market value of the Common Stock on the grant date (110% for incentive stock options granted to ten percent stockholders). Options may vest in installments as determined by the Committee and may be subject to performance or other conditions. Options may be exercised by payment in cash, by delivery of previously owned shares, through a broker-assisted cashless exercise, by net exercise or by any other method approved by the Committee. Incentive stock options may only be exercised by the optionholder during his or her lifetime and are not transferable except by will or the laws of descent and distribution. Non-qualified stock options may be transferable to permitted transferees as specified in the award agreement. No option may be exercisable more than ten years from the grant date (five years for incentive stock options granted to ten percent stockholders).

Restricted Share Units

The 2026 Plan authorizes the grant of restricted stock and restricted stock units. Restricted stock consists of actual shares of Common Stock subject to restrictions on transfer and a risk of forfeiture until the applicable restricted period expires. Restricted stock units represent the right to receive shares of Common Stock (or cash) upon satisfaction of vesting conditions. Holders of restricted stock generally have voting rights and the right to receive dividends, which may be held in escrow pending vesting. Holders of restricted stock units do not have voting rights but may be credited with dividend equivalents. The Committee determines the restricted period, vesting conditions and other terms applicable to each award.

Share Appreciation Rights

The 2026 Plan authorizes the grant of stock appreciation rights, which may be granted alone or in tandem with stock options. A stock appreciation right entitles the holder to receive, upon exercise, an amount equal to the number of shares being exercised multiplied by the excess of the fair market value of a share on the exercise date over the exercise price specified in the award. Payment may be made in cash, shares of Common Stock or a combination thereof. The exercise price of a free-standing stock appreciation right must be at least 100% of the fair market value of a share on the grant date. Stock appreciation rights may vest in installments and may not be exercisable more than ten years from the grant date.

Other Share-Based Awards

The 2026 Plan also authorizes the grant of performance share awards and performance compensation awards. Performance share awards entitle the holder to receive a number of shares of Common Stock based on the achievement of performance goals established by the Committee. Performance compensation awards may be granted with respect to other types of awards or as cash bonuses and are earned based on the attainment of specified performance criteria, which may include net earnings, earnings per share, revenue, operating profit, return on assets or equity, cash flow, expense management, share price, and other financial and operational measures selected by the Committee. The Committee certifies the achievement of performance goals before any payout is made.

Termination of Employee, Death or Disability

Share Options and Share Appreciation Rights

Unless otherwise provided in an award agreement, if an optionholder’s continuous service terminates for any reason other than death, disability or cause, the optionholder may exercise vested options within three months following termination (but not beyond the option’s original expiration date). If termination is for cause, all outstanding options terminate immediately. If an optionholder’s continuous service terminates due to disability or death, the optionholder (or the optionholder’s estate or beneficiary) may exercise vested options within 12 months following termination. Similar provisions apply to stock appreciation rights.

Restricted Share Units

Restricted stock units and restricted stock awards are subject to the vesting conditions and restricted periods specified in the applicable award agreement. Unless otherwise provided, unvested awards are forfeited upon termination of continuous service. The Committee may provide for accelerated vesting upon death, disability or other specified events.

Adjustments

Change in Capital Structure

In the event of any stock dividend, stock split, reverse stock split, recapitalization, reorganization, merger, consolidation, combination, exchange or other relevant change in the capital structure of the Company, the Committee will equitably adjust the number and kind of shares available under the 2026 Plan, the number and kind of shares subject to outstanding awards, and the exercise price of outstanding options and stock appreciation rights, as necessary to preserve the economic value of awards.

Change of Control

In the discretion of the Board or Committee, award agreements may provide that upon a change of control (as defined in the 2026 Plan), outstanding options and stock appreciation rights become immediately exercisable, and the restricted period applicable to restricted stock and restricted stock units expires immediately. In addition, upon a change of control the Committee may, in its discretion, cancel outstanding awards and pay the holders the value of such awards in cash, stock or a combination thereof based on the price per share received by stockholders in the change of control transaction. Options and stock appreciation rights with an exercise price equal to or greater than the per-share price in the transaction may be cancelled without payment. A change of control generally includes (a) the sale of all or substantially all of the Company’s assets, (b) a change in the majority of the Board, (c) the liquidation or dissolution of the Company, (d) the acquisition by any person of more than 50% of the outstanding Common Stock or voting securities, or (e) a merger or similar business combination unless the Company’s stockholders retain majority voting control after the transaction.

Termination

The 2026 Plan will terminate automatically on June 9, 2036. No awards may be granted after that date, but awards granted prior to termination may extend beyond that date in accordance with their terms. The Board may suspend or terminate the 2026 Plan at any earlier date, and may amend the 2026 Plan at any time, subject to stockholder approval for certain amendments as required by applicable law or stock exchange rules. No amendment may materially and adversely affect a participant’s rights under an outstanding award without the participant’s consent.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS

The following table and accompanying footnotes set forth certain information as of the date of this Offering Circular with respect to the beneficial ownership of the Company’s Shares, by:

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days after that date through the exercise of any option or warrant. In computing the number of shares of Common Stock beneficially owned by a person and the percentage ownership of that person, our shares of Common Stock subject to options or warrants (as set forth above) held by that person that are currently exercisable, or will become exercisable within 60 days thereafter, are deemed outstanding for such person, while such shares are not deemed outstanding for purposes of computing percentage ownership of any other person. Each person named in the table has sole voting and investment power with respect to all of the shares shown as beneficially owned by such person, except as otherwise indicated in the table or footnotes below.

Unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to the voting securities beneficially owned by them. To our knowledge, none of the shares of Common Stock beneficially owned by any executive officer or director have been pledged as security. Unless otherwise specified, the address of each of our directors and executive officers named below is in care of our Company, 848 Brickell Ave, PH 1, Miami, FL 33131.

For additional information about our principal shareholders, please see “Interest of Management and Others in Certain Transactions.”

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

In addition to the compensation arrangements discussed under “Compensation of Directors and Executive Officers” and “Security Ownership of Management and Certain Securityholders,” the following is a description of the material terms of: (i) those transactions within the last three (3) fiscal years to which we are party and in which any of our directors, executive officers or shareholders that beneficially own or control (directly or indirectly) more than ten percent (10%) of any class or series of our outstanding voting securities, or any associate or affiliate of the foregoing persons, has, had or will have a direct or indirect material interest; and (ii) any other material contracts, other than contracts entered into in the ordinary course of business, to which we were a party within the last two (2) fiscal years.

Transactions with Related Parties

Intellectual Property Acquisition from Chief Executive Officer

On February 27, 2026, the Company acquired certain intellectual property, consisting of the foundational source code, protocol designs, cryptographic methods and related technical documentation underlying the Naoris Protocol, from the Company’s Chief Executive Officer for a purchase price of $50,000. The acquisition was accounted for as a related-party transaction in accordance with ASC 850, Related Party Disclosures. Management evaluated the transaction and concluded that the purchase price did not exceed the fair value of the intellectual property acquired. Accordingly, the intellectual property was recorded at its cost of $50,000. As of March 31, 2026, the purchase price remained unpaid and was included in accounts payable on the accompanying balance sheet.

Trademark Assignment and License-Back Agreement with NDSE Cyber Ltd

On July 16, 2026, the Company entered into a Trademark Assignment and License-Back Agreement with NDSE Cyber Ltd (“NDSE”), a Bahamas company under the common control of David Carvalho, the Company’s President, Chief Executive Officer, Founder, and Director, and accordingly a related party of the Company. NDSE assigned to the Company all right, title, and interest in the NAORIS, NAORIS PROTOCOL, and related marks, together with the associated goodwill, for US$1.00 and other consideration, including a license granted back to NDSE.

The license back is non-exclusive, non-transferable, non-sublicensable, royalty-free, and revocable, and permits NDSE to use only the NAORIS mark, solely for marketing, sale, and trading of the $NAORIS token and directly related ancillary goods and services, excluding NAORIS PROTOCOL and all other marks. The license continues until terminated by the Company, either for uncured breach on 30 days’ notice or for convenience on 90 days’ notice.

Stock Issuances to Founders

As of March 31, 2026, as adjusted to give effect to the Reverse Stock Split effected on July 21, 2026, 14,550,505 shares of Class A Common Stock and 12,897,038 shares of Class B Common Stock were issued and outstanding. Class A Common Stock and Class B Common Stock have identical economic rights, including rights to dividends and distributions. Holders of Class A Common Stock are entitled to one vote per share, and holders of Class B Common Stock are entitled to twenty votes per share on all matters submitted to stockholders for a vote. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder. The outstanding equity interests were held by the Company’s founders, employees and a number of institutional and strategic investors.

Review, Approval and Ratification of Related Party Transactions

The Company has adopted a Related Party Transactions Policy for the review and approval of related party transactions.

Our Related Party Transactions Policy is administered by our audit committee and provides that, in determining whether or not to recommend the initial approval or ratification of a related party transaction, the relevant facts and circumstances available shall be considered, including, among other factors the committee deems appropriate, (i) whether the interested transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and (ii) the extent of the related party’s interest in the transaction.

DESCRIPTION OF SHARE CAPITAL AND ARTICLES OF INCORPORATION

We are a Nevada corporation, and our affairs are governed by our Articles of Incorporation (as may be amended and restated from time to time), our Bylaws (adopted February 3, 2026), and the provisions of the Nevada Revised Statutes, Chapter 78 (the “NRS”). As of the date of this Offering Circular, our authorized capital stock consists of 350,000,000 shares, consisting of (i) 300,000,000 shares of Common Stock, $0.0001 par value per share, of which 250,000,000 shares are designated “Class A Common Stock” and 50,000,000 shares are designated “Class B Common Stock,” and (ii) 50,000,000 shares of Preferred Stock, $0.0001 par value per share.

As of March 31, 2026, as adjusted to give effect to the Reverse Stock Split effected on July 21, 2026, 14,550,505 shares of Class A Common Stock and 12,897,038 shares of Class B Common Stock were issued and outstanding, and no shares of Preferred Stock were issued and outstanding. The following summary description of our capital stock does not purport to be complete and is qualified in its entirety by reference to our Articles of Incorporation, our Bylaws, and the NRS. If you would like more information about our capital stock, you should review our Articles of Incorporation, Bylaws, and the NRS.

History of Share Capital

Common Stock