▸ Due to the nature of our products and services, a product safety failure, quality issue or other failure affecting our or our customers’ or suppliers’ products or systems could seriously harm our business· · · · · ● 1 ▸ Expansion of our business strategy into the AI infrastructure market could increase competitive, operational, legal and regulatory risks to our business in ways we cannot predict.· · · · · ● 1 ▸ Future sales of our Common Stock could lower our stock price and dilute existing stockholders.· · · · · ● 1 ▸ Management has concluded that there is substantial doubt about our ability to continue as a going concern.· · · · · ● 1 ▸ Our drones business is highly regulated and our ability to generate revenues and profit may be limited by regulatory restrictions and/or changes and the speed with which such restrictions and/or changes occur.· · · · · ● 1 ▸ Our future growth is dependent upon demand for our products and services in markets that are rapidly evolving.· · · · · ● 1 ▸ Our medical supplies segment is solely dependent on a single customer.· · · · · ● 1 ▸ The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.· · · · · ● 1 ▸ The market for heavy-lift drones is still emerging and may not scale as expected.· · · · · ● 1 ▸ The sizes of the markets for our current and future drone products or AI data compute infrastructure may be smaller than we estimate.· · · · · ● 1 ▸ We may not be able to identify or secure suitable business relationship opportunities in the future or to ensure that our competitors will not capitalize on such opportunities before we do.· · · · · ● 1 ▸ We may not be able to keep pace with technological advances and we depend on advances in technology by other companies· · · · · ● 1 ▸ Demand in our industries is volatile, which may materially and adversely affect our business, prospects, operating results and financial condition.· · · · ● ● 2 rw ▸ Our operating results may fluctuate significantly, which makes our future operating results difficult to predict and could cause our operating results to fall below expectations.· · · · ● ● 2 rw ▸ To the extent that we are not able to build our products in accordance with customer expectations, our future sales could be harmed.· · · · ● ● 2 ▸ Public health crises and other global health pandemics, epidemics or disease outbreaks could adversely impact our business, results of operation and financial condition.· · · ● ● ● 3 ▸ group Risks Related to Intellectual Property· · · ● ● ● 3 ▸ group Risks Related to our Financial Condition· · · ● ● ● 3 ▸ group Risks Relating to the Design, Supply and Manufacturing of our Products· · · ● ● ● 3 ▸ group Risks Relating to the Legal and Regulatory Matters· · · ● ● ● 3 ▸ The application process for these funds and other incentives is and will continue to be highly competitive, and there is no guarantee that we will obtain such funds or incentives· ● · · ● ● 3 rw ▸ We may be involved in legal and administrative proceedings that could result in substantial liabilities.· ● ● ● ● ● 5 rw ▸ Our future growth is dependent upon demand for new mid-sized zero-emission trucks and cargo vans, and other fleet vehicles.· · ● ● ● · 3 ▸ Our reported financial results may be adversely affected by changes in GAAP.· · ● ● ● · 3 ▸ The influence of any of the factors described above may cause current or potential customers not to purchase our electric vehicles, which would materially adversely affect our business, operating results, financial condition and prospects.· · ● ● ● · 3 ▸ We may be subject to additional environmental, social and corporate governance (“ESG”) disclosure requirements which may increase our costs of compliance.· · ● · · · 1 ▸ Any of these factors could depress economic activity and have a material adverse effect on the business and financial condition of our suppliers, which, in turn, would negatively impact us.· ● ● ● · · 3 ▸ group Any vehicle product defects or any other failure of our commercial· ● · · · · 1 ▸ As a public company, and particularly after we are no longer an emerging growth company, we are incurring and will continue to incur significant legal, accounting and other expenses that we did not incur as a· ● · · · · 1 ▸ Companies, organizations or individuals, including our competitors, may hold or obtain patents, trademarks or other proprietary rights that could prevent, limit or interfere with our ability to produce, use, develop or sell our· ● · · · · 1 ▸ Current or future litigation or administrative proceedings could have a material adverse effect on our business, our financial condition and our results of operations.· ● ● ● · · 3 ▸ Growth forecasts are subject to significant uncertainty and are based on assumptions and estimates, which may not prove to be accurate. Forecasts relating to the expected growth in· ● · · · · 1 ▸ If we are unable to reduce and/or maintain a sufficiently low level of costs for designing, manufacturing, marketing, selling and distributing and servicing our· ● · · · · 1 ▸ group In connection with the development and sale of our· ● · · · · 1 ▸ Most of our existing and potential competitors, including Ford, Nissan, Navistar, Freightliner,· ● · · · · 1 ▸ Our existing production model utilizing third parties may not be well suited for the high-volume production we hope to require to scale our business. We do not know whether we or our existing suppliers will be able to develop efficient,· ● · · · · 1 ▸ Our growth is highly dependent upon the market acceptance of, and we are subject to an elevated risk of any reduced demand for, new· ● · · · · 1 ▸ Our relatively short operating history, recent changes to our business model, the lack of available HVIP funding to assist our customers, and our inability to predict the ultimate duration and severity of· ● · · · · 1 ▸ group Our suppliers must scale their· ● · · · · 1 ▸ group The demand for commercial· ● · · · · 1 ▸ group The market for commercial· ● · · · · 1 ▸ To the extent the laws governing our business and vehicles change, some or all of our· ● · · · · 1 ▸ We believe that much of the present and projected demand for commercial· ● · · · · 1 ▸ We did not generate significant revenues for the years ended December 31, 2021 and 2020, due in part to the combined impact of· ● · · · · 1 ▸ We expect competition in our industry to intensify in the future in light of anticipated increased demand for alternative fuel vehicles and to continued globalization and consolidation in the worldwide automotive industry.· ● ● ● · · 3 ▸ We may in the future hire a significant number of additional personnel, including design and manufacturing personnel and service technicians for our· ● · · · · 1 ▸ group We may not be able to successfully develop new· ● · · · · 1 ▸ Based upon all of the factors described above, we have a limited ability to forecast our future revenue, costs and expenses and, as a result, our operating results may from time to time fall below our estimates.● · ● ● · · 3 ▸ Business interruptions resulting from the COVID-19 pandemic have adversely affected, and could continue to adversely affect, our business, results of operations, and financial condition.● · ● · · · 2 ▸ Developments in alternative technologies or improvements in the internal combustion engine may materially adversely affect the demand for electric vehicles and our products.● ● ● ● ● · 5 ▸ If our zero-emission electric vehicles fail to perform as expected, our ability to develop, market and sell our vehicles could be harmed.● · ● ● ● · 4 ▸ If we are unable to keep up with advances in zero-emission electric vehicles technology, we may suffer an inability to obtain a competitive position in the market or suffer a decline in our competitive position.● · ● ● ● · 4 rw ▸ Our limited operating history makes it difficult to evaluate our current business and future prospects.● ● ● ● · · 4 rw ▸ Our service model may be costly for us to operate and may not address the service requirements of our prospective customers.● ● ● ● ● · 5 ▸ We are an emerging growth company and the reduced disclosure requirements applicable to emerging growth companies may make our common stock less attractive to investors.● ● · · · · 2 ▸ We have and will continue to incur increased costs and demands upon management as a result of complying with the laws and regulations affecting public companies, which adversely affect our operating results.● ● ● · · · 3 ▸ We may not successfully execute our business plan to generate revenue and create a sustainable growth trajectory.● ● ● ● · · 4 ▸ We may require additional capital to support business growth, and this capital might not be available on acceptable terms, if at all.● ● ● ● · · 4 ▸ group Year NOL Generated Taxable Income Limitation Carryforward● ● · · · · 2 ▸ If we are unable to design, develop, market and sell other product offerings that address additional market opportunities, our business, prospects and operating results will suffer.● · ● ● ● ● 5 rw ▸ Our reported financial results may be adversely affected by changes in Generally Accepted Accounting Principles ("GAAP").● ● · · · ● 3 rw ▸ Our suppliers must scale their zero-emission vehicle manufacturing and assembling processes effectively and quickly from low volume production to high volume production.● · ● ● ● ● 5 rw ▸ group Risks Related to Our Business● · ● ● ● ● 5 ▸ Vehicle dealer and distribution laws could adversely affect our ability to sell our commercial zero-emission EVs.● · ● ● ● ● 5 rw ▸ We may experience quarterly fluctuations in our operating results due to a number of factors, many of which are outside our control, which make our future results difficult to predict and could cause our operating results to fall below expectations.● · ● ● ● ● 5 rw ▸ We may not be able to utilize a significant portion of our net operating loss or research and development tax credit carryforwards, which could adversely affect our profitability.● · ● ● ● ● 5 ▸ Any failure to protect our intellectual property rights could impair our ability to protect our proprietary technology.● ● ● ● ● ● 6 ▸ If our suppliers fail to use ethical business practices and comply with applicable laws and regulations, our brand image could be harmed due to negative publicity.● ● ● ● ● ● 6 ▸ If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.● ● ● ● ● ● 6 ▸ If we fail to manage our anticipated growth effectively, we may be unable to execute our business plan, maintain high levels of service or address competitive challenges adequately.● ● ● ● ● ● 6 ▸ Our business depends on our Chief Executive Officer and management team, retaining and attracting qualified management, key employees and technical personnel and expanding our sales and marketing capabilities.● ● ● ● ● ● 6 ▸ Our insurance strategy may not be adequate to protect us from all business risks.● ● ● ● ● ● 6 ▸ Our warranty reserves may be insufficient to cover future warranty claims, which could adversely affect our financial performance.● ● ● ● ● ● 6 rw ▸ Provisions in our charter documents and under Delaware law could discourage a takeover that stockholders may consider favorable.● ● ● ● ● ● 6 ▸ group Risks Related to the Ownership of Our Securities● ● ● ● ● ● 6 ▸ The facilities or operations of our third-party providers could be damaged or adversely affected as a result of disasters or unpredictable events.● ● ● ● ● ● 6 rw ▸ The forecasts of market growth may prove to be inaccurate, and even if the markets in which we compete achieve the forecasted growth, our business may not grow at similar rates, if at all.● ● ● ● ● ● 6 ▸ Unfavorable conditions in the global economy, rising interest rates and capital market liquidity issues could limit our ability to grow our business and negatively affect our operating results.● ● ● ● ● ● 6 ▸ We are subject to substantial regulations, which are evolving, and unfavorable changes or any failure by us to comply with these regulations could substantially harm our business and operating results.● ● ● ● ● ● 6 rw ▸ We are subject to various environmental laws and regulations that could impose substantial costs upon us and cause delays in opening our sales, service and assembly facilities.● ● ● ● ● ● 6 ▸ We could incur substantial costs as a result of any claim of infringement of another party’s intellectual property rights.● ● ● ● ● ● 6 ▸ We do not intend to pay dividends for the foreseeable future.● ● ● ● ● ● 6 ▸ We have a history of losses and we may not achieve and/or sustain profitability in the future.● ● ● ● ● ● 6 rw ▸ We may also become subject to regulations that require us to alter the design of our products, which could negatively impact consumer interest in our products.● ● ● ● ● ● 6 rw ▸ We may be compelled to undertake product recalls.● ● ● ● ● ● 6 ▸ We may become subject to product liability claims, which could harm our financial condition and liquidity if we are not able to successfully defend or insure against such claims.● ● ● ● ● ● 6 ▸ We may fail to meet our publicly announced guidance or other expectations about our business, which would cause our stock price to decline.● ● ● ● ● ● 6 ▸ We may not be able to compete successfully against current and future competitors.● ● ● ● ● ● 6 ▸ We may not be able to reduce and adequately control the costs and expenses associated with operating our business, including our material and production costs.● ● ● ● ● ● 6