Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview of the Business and Financial Condition

LiftWave, Inc. DBA RISE Robotics is the leader in high-performance and cost-effective electric linear actuation solutions, RISE® helps machine designers embrace high-efficiency, fuel-saving actuation solutions that compete with hydraulic cylinders. We specialize in fostering dynamic partnerships with Tier 1 suppliers, OEMs, and the US DoD, pioneering the transition from traditional hydraulic systems to more efficient and sustainable solutions, independent of the primary power source. Our technology's universal compatibility with various power sources - from diesel engines to electric, hydrogen, and beyond - sets us apart. We're not just about electrification; we're about optimization and enhancing performance, whether it's a diesel engine benefiting from an electric rotary drive or an electric engine utilizing our highly efficient linear actuation.

We are an early-stage company. We have incurred operating losses and negative cash flows from operations since inception and expect to continue to incur operating losses in the near term as we invest in product development, inventory, sales expansion, and infrastructure to support anticipated growth.

Our ability to continue operations is dependent on managing our expenses and, if necessary, obtaining additional financing. This discussion should be read in conjunction with the financial statements and related notes included in this offering statement.

Business and Operating Uncertainty

Our business operates in an environment subject to various risks, uncertainties, and changing conditions, which makes it difficult to evaluate our business, financial condition, and prospects and may limit the comparability of our results of operations from period to period.

Financial Condition

Our financial statements reflect an early-stage company with limited operating history. Investors should not place undue reliance on historical financial information given the company’s limited operating history and the likelihood that future results will differ from historical results.

Liquidity and Capital Resources

As of March 20, 2026, we had cash and cash equivalents of approximately $623,040, with investment receivables from our prior Reg CF and concurrent Reg D campaigns totaling approximately $1,000,000.

Based on our current operations, we have a monthly net cash burn of approximately $450,000. Our monthly net cash burn may vary significantly from month to month due to the timing of receipts and expenditures, inventory purchases, direct production costs, and other short-term factors. As a result, period-to-period comparisons may not be meaningful.

Based on our current operating plan and expense structure, we do not expect to have sufficient cash to fund operations for the next 12 months without raising additional capital. However, we have been awarded a $3 million contract with the U.S. Air Force, which is expected to provide a meaningful source of non-dilutive funding. If necessary, we believe we could extend our cash runway to approximately 18 months by reducing operating expenses, including aligning our workforce and cost structure more closely with the requirements of this contract.

Our historical operations have been funded primarily through external financing.

Liquidity Assumptions

Our assessment of our liquidity and ability to fund operations is not a projection and is based on current assumptions regarding operating expenses, cash requirements, capital needs, inventory investments, and anticipated fundraising. These assumptions may change, and actual results may differ materially due to changes in operating conditions, timing of receipts and payments, customer demand, supply chain dynamics, and other factors.

Dependence on Additional Financing

There can be no assurance that additional financing will be available on acceptable terms, or at all. If we are unable to raise additional capital when needed, we may be required to materially reduce or suspend operations.

Indebtedness and Capital Structure

As of the date of this offering statement, As of the date of this offering statement, we have $990,394 in convertible debt.

During the past three years, we have conducted exempt offering resulting in the issuance of equity securities in aggregate amounts of approximately $19.7M.

Known Trends, Events, and Uncertainties

Management is aware of the following trends, events, or uncertainties that are reasonably likely to have a material adverse effect on our financial condition or results of operations over the next 12 months:

- The potential loss of a major customer or sales channel, which could materially reduce revenue and negatively impact cash flow.

- Product sales are in the early stages, and there is uncertainty regarding the rate at which sales will scale. Slower-than-expected adoption could delay revenue growth and extend our cash burn period.

These factors could increase operating costs, reduce liquidity, or require us to raise additional capital earlier than anticipated.

Other than the matters described above, management is not currently aware of any known trends, events, or uncertainties that are reasonably likely to have a material adverse effect on our financial condition or results of operations.

The absence of a discussion of any particular trend, event, or uncertainty should not be interpreted to mean that such matters do not exist; rather, it reflects management’s judgment based on information currently available.

Changes Since the Date of the Financial Statements

There have been no material changes in our operations or financial condition since the date of the financial statements included in this offering.

Impact of This Offering

The proceeds from this offering are expected to be used to fund inventory purchases, support product sales growth, cover operating expenses, and for general working capital purposes. The timing and extent of our use of proceeds will depend on the amount of proceeds raised and future operating conditions. Additional detail regarding our planned use of proceeds is provided in Item 10 of this Form C.

There can be no assurance that the proceeds of this offering will be sufficient to fund our operations or achieve our business objectives.

Certain information relevant to understanding our financial condition and liquidity is presented elsewhere in this offering statement, including in the financial statements, related notes, and the sections describing indebtedness and prior financings.

Forward-Looking Statements

This discussion contains forward-looking statements that are based on management’s current expectations and assumptions. Actual results may differ materially from those expressed or implied by these statements.